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[10-Q] First Guaranty Bancshares, Inc. 6.75% Series A Fixed-Rate Non-Cumulative Perpetual Preferred Stock Quarterly Earnings Report

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(Moderate)
Filing Sentiment
(Neutral)
Form Type
10-Q
Rhea-AI Filing Summary

First Guaranty Bancshares reported a net loss of $(7.3) million for the quarter and $(13.5) million for the six months ended June 30, 2025, driven primarily by a substantially higher provision for credit losses totaling $16.6 million for the quarter and $31.2 million year-to-date (including a subsequent $1.9 million additional provision). The allowance for credit losses rose to $58.9 million, or 2.44% of loans.

The company continued shrinking loan exposure as part of a risk-reduction strategy: total loans fell to $2.41 billion and total assets were $4.0 billion. Investment securities increased to $719.7 million. Shareholders' equity rose to $263.1 million largely from conversion of subordinated debt and private placement common stock, while retained earnings declined to $58.1 million. Management disclosed a material weakness in internal controls over loan operations and remediation steps are underway.

First Guaranty Bancshares ha registrato una perdita netta di $(7,3) milioni per il trimestre e $(13,5) milioni nei sei mesi chiusi il 30 giugno 2025, principalmente a causa di una consistente maggiore accantonamento per perdite su crediti pari a $16,6 milioni nel trimestre e $31,2 milioni da inizio anno (inclusi $1,9 milioni di accantonamento aggiuntivo successivo). L'allowance per perdite su crediti è salita a $58,9 milioni, ovvero il 2,44% dei prestiti.

L'azienda ha proseguito nella riduzione dell'esposizione creditizia come parte di una strategia di contenimento del rischio: i prestiti totali sono diminuiti a $2,41 miliardi e il totale dell'attivo è pari a $4,0 miliardi. I titoli di investimento sono aumentati a $719,7 milioni. Il patrimonio netto degli azionisti è salito a $263,1 milioni, principalmente per la conversione di debito subordinato e un collocamento privato di azioni ordinarie, mentre gli utili trattenuti sono scesi a $58,1 milioni. La direzione ha segnalato una carenza significativa nei controlli interni sulle operazioni di prestito e sono in corso interventi correttivi.

First Guaranty Bancshares reportó una pérdida neta de $(7.3) millones en el trimestre y $(13.5) millones en los seis meses terminados el 30 de junio de 2025, impulsada principalmente por una provisión por pérdidas crediticias sustancialmente mayor de $16.6 millones en el trimestre y $31.2 millones en el año hasta la fecha (incluida una provisión adicional posterior de $1.9 millones). La reserva para pérdidas crediticias aumentó a $58.9 millones, o 2.44% de los préstamos.

La compañía continuó reduciendo la exposición a préstamos como parte de una estrategia de disminución de riesgos: los préstamos totales bajaron a $2.41 mil millones y los activos totales fueron $4.0 mil millones. Los valores de inversión aumentaron a $719.7 millones. El patrimonio neto de los accionistas subió a $263.1 millones, en gran parte por la conversión de deuda subordinada y una colocación privada de acciones ordinarias, mientras que las utilidades retenidas disminuyeron a $58.1 millones. La dirección informó una deficiencia material en los controles internos sobre las operaciones de préstamos y ya se están implementando medidas de remediación.

First Guaranty Bancshares는 2025년 6월 30일로 종료된 분기에 순손실 $(7.3)백만, 상반기 기준으로는 $(13.5)백만을 보고했습니다. 이는 주로 분기 중 $16.6백만, 연초 누계 $31.2백만(추가로 $1.9백만의 후속 충당금 포함)에 달하는 대규모 대손충당금 증가에 따른 것입니다. 대손충당금 잔액은 $58.9백만으로 대출의 2.44%에 해당합니다.

회사는 리스크 축소 전략의 일환으로 대출 익스포저를 계속 축소하여 총대출이 $2.41억(또는 $2.41십억)로 감소했고 총자산은 $4.0십억이었습니다. 투자증권은 $719.7백만으로 증가했습니다. 주주지분은 후순위채의 전환과 사모형 보통주 발행으로 인해 $263.1백만으로 증가한 반면 이익잉여금은 $58.1백만으로 감소했습니다. 경영진은 대출 업무 관련 내부통제에 중대한 약점을 공개했으며 시정 조치가 진행 중입니다.

First Guaranty Bancshares a déclaré une perte nette de $(7,3) millions pour le trimestre et de $(13,5) millions pour les six mois clos le 30 juin 2025, principalement en raison d'une provision pour pertes sur crédits sensiblement plus élevée de $16,6 millions pour le trimestre et de $31,2 millions depuis le début de l'année (y compris une provision supplémentaire ultérieure de $1,9 million). La provision pour pertes sur crédits a augmenté pour atteindre $58,9 millions, soit 2,44% des prêts.

La société a poursuivi la réduction de son exposition aux prêts dans le cadre d'une stratégie de réduction des risques : les prêts totaux ont diminué à $2,41 milliards et le total des actifs s'établissait à $4,0 milliards. Les titres d'investissement ont augmenté à $719,7 millions. Les capitaux propres des actionnaires ont progressé à $263,1 millions, principalement en raison de la conversion de dette subordonnée et d'un placement privé d'actions ordinaires, tandis que les bénéfices non distribués ont baissé à $58,1 millions. La direction a signalé une faiblesse importante du contrôle interne sur les opérations de prêt et des mesures de remédiation sont en cours.

First Guaranty Bancshares meldete für das Quartal einen Nettoverlust von $(7,3) Mio. und für die sechs Monate zum 30. Juni 2025 einen Nettoverlust von $(13,5) Mio. Grund dafür war vor allem eine deutlich erhöhte Vorsorge für Kreditausfälle in Höhe von $16,6 Mio. im Quartal bzw. $31,2 Mio. seit Jahresbeginn (inklusive einer nachträglichen zusätz­li­chen Vorsorge von $1,9 Mio.). Die Risikovorsorge stieg auf $58,9 Mio., entsprechend 2,44% der Kredite.

Als Teil einer Risikoreduktionsstrategie verringerte das Unternehmen weiter seine Kreditexposition: die Gesamtkredite fielen auf $2,41 Mrd. und die Gesamtaktiva beliefen sich auf $4,0 Mrd. Die Anlagewerte stiegen auf $719,7 Mio. Das Eigenkapital der Aktionäre erhöhte sich auf $263,1 Mio., hauptsächlich durch die Umwandlung von nachrangigen Schuldtiteln und eine Privatplatzierung von Stammaktien, während die einbehaltenen Gewinne auf $58,1 Mio. sanken. Das Management gab eine wesentliche Schwäche in der internen Kontrolle der Kreditgeschäfte bekannt; Abhilfemaßnahmen sind eingeleitet.

Positive
  • Increased shareholders' equity to $263.1 million, supported by conversion of subordinated debt and private placement proceeds
  • Intentional reduction in loan concentration, with loans down to $2.41 billion and reduced CRE construction commitments
  • Net interest income stability with $22.2 million for the quarter and $44.5 million YTD despite portfolio shifts
  • Liquidity position strengthened with cash and cash equivalents of $714.9 million at June 30, 2025
Negative
  • Net loss of $(7.3) million for the quarter and $(13.5) million YTD, primarily due to elevated provisions for credit losses
  • Provision for credit losses surged to $16.6 million in the quarter and $31.2 million YTD (includes subsequent $1.9 million addition)
  • Material weakness in internal control over loan operations and disclosure controls declared ineffective as of June 30, 2025
  • Nonaccrual loans increased to $119.2 million and classified assets rose, indicating higher credit stress
  • Retained earnings declined to $58.1 million, reflecting the net losses and dividend payments

Insights

TL;DR: Higher credit reserves and shrinking loan book produced material losses despite stable net interest income; capital raised mitigates near-term stress.

First Guaranty shows increasing credit stress: provisions jumped to $31.2 million YTD, driving net losses and reducing retained earnings. Net interest income remained relatively stable, supported by a larger securities portfolio and lower funding costs, but was insufficient to offset credit charges and lower noninterest income versus last year due to sale-leaseback gains in 2024. The conversion of $15.0 million subordinated debt and a private placement improved regulatory capital, raising shareholders' equity to $263.1 million, but retained earnings fell. The company is intentionally shrinking loan concentrations, particularly CRE, which reduces near-term risk but pressures interest-earning asset growth and fee income.

TL;DR: Material credit and control risks present; rising nonperforming and classified loans plus an internal control weakness increase execution and reporting risk.

Nonaccrual loans increased to $119.2 million and classified assets rose driven by substandard and special mention downgrades. The allowance covers 49.3% of nonperforming loans, but provisions and charge-offs rose markedly. The firm disclosed a material weakness in loan operations quality control; remediation actions have been initiated but may take time. Concentrations remain in CRE and certain regional markets, though management is reducing exposures. These combined credit and control issues elevate downside risk for future results and regulatory scrutiny.

First Guaranty Bancshares ha registrato una perdita netta di $(7,3) milioni per il trimestre e $(13,5) milioni nei sei mesi chiusi il 30 giugno 2025, principalmente a causa di una consistente maggiore accantonamento per perdite su crediti pari a $16,6 milioni nel trimestre e $31,2 milioni da inizio anno (inclusi $1,9 milioni di accantonamento aggiuntivo successivo). L'allowance per perdite su crediti è salita a $58,9 milioni, ovvero il 2,44% dei prestiti.

L'azienda ha proseguito nella riduzione dell'esposizione creditizia come parte di una strategia di contenimento del rischio: i prestiti totali sono diminuiti a $2,41 miliardi e il totale dell'attivo è pari a $4,0 miliardi. I titoli di investimento sono aumentati a $719,7 milioni. Il patrimonio netto degli azionisti è salito a $263,1 milioni, principalmente per la conversione di debito subordinato e un collocamento privato di azioni ordinarie, mentre gli utili trattenuti sono scesi a $58,1 milioni. La direzione ha segnalato una carenza significativa nei controlli interni sulle operazioni di prestito e sono in corso interventi correttivi.

First Guaranty Bancshares reportó una pérdida neta de $(7.3) millones en el trimestre y $(13.5) millones en los seis meses terminados el 30 de junio de 2025, impulsada principalmente por una provisión por pérdidas crediticias sustancialmente mayor de $16.6 millones en el trimestre y $31.2 millones en el año hasta la fecha (incluida una provisión adicional posterior de $1.9 millones). La reserva para pérdidas crediticias aumentó a $58.9 millones, o 2.44% de los préstamos.

La compañía continuó reduciendo la exposición a préstamos como parte de una estrategia de disminución de riesgos: los préstamos totales bajaron a $2.41 mil millones y los activos totales fueron $4.0 mil millones. Los valores de inversión aumentaron a $719.7 millones. El patrimonio neto de los accionistas subió a $263.1 millones, en gran parte por la conversión de deuda subordinada y una colocación privada de acciones ordinarias, mientras que las utilidades retenidas disminuyeron a $58.1 millones. La dirección informó una deficiencia material en los controles internos sobre las operaciones de préstamos y ya se están implementando medidas de remediación.

First Guaranty Bancshares는 2025년 6월 30일로 종료된 분기에 순손실 $(7.3)백만, 상반기 기준으로는 $(13.5)백만을 보고했습니다. 이는 주로 분기 중 $16.6백만, 연초 누계 $31.2백만(추가로 $1.9백만의 후속 충당금 포함)에 달하는 대규모 대손충당금 증가에 따른 것입니다. 대손충당금 잔액은 $58.9백만으로 대출의 2.44%에 해당합니다.

회사는 리스크 축소 전략의 일환으로 대출 익스포저를 계속 축소하여 총대출이 $2.41억(또는 $2.41십억)로 감소했고 총자산은 $4.0십억이었습니다. 투자증권은 $719.7백만으로 증가했습니다. 주주지분은 후순위채의 전환과 사모형 보통주 발행으로 인해 $263.1백만으로 증가한 반면 이익잉여금은 $58.1백만으로 감소했습니다. 경영진은 대출 업무 관련 내부통제에 중대한 약점을 공개했으며 시정 조치가 진행 중입니다.

First Guaranty Bancshares a déclaré une perte nette de $(7,3) millions pour le trimestre et de $(13,5) millions pour les six mois clos le 30 juin 2025, principalement en raison d'une provision pour pertes sur crédits sensiblement plus élevée de $16,6 millions pour le trimestre et de $31,2 millions depuis le début de l'année (y compris une provision supplémentaire ultérieure de $1,9 million). La provision pour pertes sur crédits a augmenté pour atteindre $58,9 millions, soit 2,44% des prêts.

La société a poursuivi la réduction de son exposition aux prêts dans le cadre d'une stratégie de réduction des risques : les prêts totaux ont diminué à $2,41 milliards et le total des actifs s'établissait à $4,0 milliards. Les titres d'investissement ont augmenté à $719,7 millions. Les capitaux propres des actionnaires ont progressé à $263,1 millions, principalement en raison de la conversion de dette subordonnée et d'un placement privé d'actions ordinaires, tandis que les bénéfices non distribués ont baissé à $58,1 millions. La direction a signalé une faiblesse importante du contrôle interne sur les opérations de prêt et des mesures de remédiation sont en cours.

First Guaranty Bancshares meldete für das Quartal einen Nettoverlust von $(7,3) Mio. und für die sechs Monate zum 30. Juni 2025 einen Nettoverlust von $(13,5) Mio. Grund dafür war vor allem eine deutlich erhöhte Vorsorge für Kreditausfälle in Höhe von $16,6 Mio. im Quartal bzw. $31,2 Mio. seit Jahresbeginn (inklusive einer nachträglichen zusätz­li­chen Vorsorge von $1,9 Mio.). Die Risikovorsorge stieg auf $58,9 Mio., entsprechend 2,44% der Kredite.

Als Teil einer Risikoreduktionsstrategie verringerte das Unternehmen weiter seine Kreditexposition: die Gesamtkredite fielen auf $2,41 Mrd. und die Gesamtaktiva beliefen sich auf $4,0 Mrd. Die Anlagewerte stiegen auf $719,7 Mio. Das Eigenkapital der Aktionäre erhöhte sich auf $263,1 Mio., hauptsächlich durch die Umwandlung von nachrangigen Schuldtiteln und eine Privatplatzierung von Stammaktien, während die einbehaltenen Gewinne auf $58,1 Mio. sanken. Das Management gab eine wesentliche Schwäche in der internen Kontrolle der Kreditgeschäfte bekannt; Abhilfemaßnahmen sind eingeleitet.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 10-Q
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended June 30, 2025

or

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

For the transition period from __________ to __________

Commission File Number: 001-37621

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FIRST GUARANTY BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
 
Louisiana26-0513559
(State or other jurisdiction incorporation or organization)(I.R.S. Employer Identification Number)
  
400 East Thomas Street 
Hammond,Louisiana70401
(Address of principal executive offices)(Zip Code)
  
(985)345-7685
(Registrant's telephone number, including area code)
 
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
Depository 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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☒ No ☐
 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filers," "accelerated filers," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐     Accelerated filer ☒   Non-accelerated filer ☐
Smaller reporting company
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.   ☐
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No

As of August 15, 2025 the registrant had 15,120,172 shares of $1 par value common stock outstanding.




Table of Contents
  Page
Part I.
Financial Information
 4
   
Item 1.
Financial Statements (unaudited)
4
   
 
Consolidated Balance Sheets
4
   
 
Consolidated Statements of Income
5
   
 
Consolidated Statements of Comprehensive Income
6
 
Consolidated Statements of Shareholders' Equity
7
   
 
Consolidated Statements of Cash Flows
8
   
 
Notes to Unaudited Consolidated Financial Statements
9
   
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
33
   
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
54
   
Item 4.
Controls and Procedures
57
   
Part II.
Other Information
58
   
Item 1.
Legal Proceedings
58
   
Item 1A.
Risk Factors
58
   
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
58
Item 3.
Defaults Upon Senior Securities
58
Item 4.
Mine Safety Disclosures
58
Item 5.
Other Information
58
Item 6.
Exhibits
60
  
Signatures
62

-3-


PART I. FINANCIAL INFORMATION
Item 1.     Consolidated Financial Statements
FIRST GUARANTY BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS (unaudited) 
(in thousands, except share data)June 30, 2025December 31, 2024
Assets  
Cash and cash equivalents:  
Cash and due from banks$714,313 $563,778 
Federal funds sold557 430 
Cash and cash equivalents714,870 564,208 
Interest-earning time deposits with banks250 250 
Investment securities:  
Available for sale, at fair value (cost of $398,112 and $284,321, respectively)
397,573 281,097 
Held to maturity, at cost and net of allowance for credit losses of $150 (estimated fair value of $260,080 and $251,458, respectively)
322,149 321,622 
Investment securities719,722 602,719 
Federal Home Loan Bank stock, at cost9,956 9,706 
Loans, net of unearned income2,410,505 2,693,780 
Less: allowance for credit losses58,871 34,811 
Net loans2,351,634 2,658,969 
Premises and equipment, net66,035 67,789 
Goodwill12,900 12,900 
Intangible assets, net3,056 3,474 
Other real estate, net7,657 319 
Accrued interest receivable13,305 14,850 
Other assets70,196 37,544 
Total Assets$3,969,581 $3,972,728 
Liabilities and Shareholders' Equity  
Deposits:  
Noninterest-bearing demand$442,267 $404,056 
Interest-bearing demand1,402,960 1,387,068 
Savings247,120 234,444 
Time1,388,991 1,450,692 
Total deposits3,481,338 3,476,260 
Repurchase agreements7,117 7,009 
Accrued interest payable19,498 20,437 
Long-term advances from Federal Home Loan Bank135,000 135,000 
Senior long-term debt14,186 15,169 
Junior subordinated debentures29,775 44,745 
Other liabilities19,579 19,059 
Total Liabilities3,706,493 3,717,679 
Shareholders' Equity  
Preferred stock, Series A - $1,000 par value - 100,000 shares authorized
  
   Non-cumulative perpetual; 34,500 shares issued and outstanding
33,058 33,058 
Common stock, $1 par value - 100,600,000 shares authorized; 15,120,172 and 12,504,717 shares issued and outstanding
15,120 12,505 
Surplus167,041 149,389 
Retained earnings58,078 72,965 
Accumulated other comprehensive (loss) income(10,209)(12,868)
Total Shareholders' Equity263,088 255,049 
Total Liabilities and Shareholders' Equity$3,969,581 $3,972,728 
See Notes to Consolidated Financial Statements
-4-


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)2025202420252024
Interest Income:  
Loans (including fees)$41,013 $47,552 $83,982 $94,470 
Deposits with other banks7,511 3,626 13,510 7,102 
Securities (including FHLB stock)5,797 2,473 11,292 4,987 
Total Interest Income54,321 53,651 108,784 106,559 
Interest Expense:  
Demand deposits12,708 17,059 24,912 34,035 
Savings deposits1,336 1,327 2,598 2,554 
Time deposits15,196 10,446 31,086 20,018 
Borrowings2,841 3,577 5,725 6,789 
Total Interest Expense32,081 32,409 64,321 63,396 
Net Interest Income22,240 21,242 44,463 43,163 
Less: Provision for credit losses16,610 6,805 31,158 9,109 
Net Interest Income after Provision for Credit Losses5,630 14,437 13,305 34,054 
Noninterest Income:  
Service charges, commissions and fees834 795 1,683 1,528 
ATM and debit card fees778 804 1,525 1,568 
Net gains on securities    
Net gains on sale of loans 10  10 
Net gains on sale of assets 13,207 4 13,213 
Other544 710 1,298 1,515 
Total Noninterest Income2,156 15,526 4,510 17,834 
Noninterest Expense:  
Salaries and employee benefits7,843 10,440 16,284 20,340 
Occupancy and equipment expense2,605 2,547 5,245 4,818 
Other6,819 7,622 13,755 14,385 
Total Noninterest Expense17,267 20,609 35,284 39,543 
(Loss) Income Before Income Taxes(9,481)9,354 (17,469)12,345 
Less: (Benefit) provision for income taxes(2,178)2,153 (4,000)2,834 
Net (Loss) Income(7,303)7,201 (13,469)9,511 
Less: Preferred stock dividends582 582 1,164 1,164 
Net (Loss) Income Available to Common Shareholders$(7,885)$6,619 $(14,633)$8,347 
Per Common Share:
  
(Loss) Earnings$(0.61)$0.53 $(1.15)$0.67 
Cash dividends paid$0.01 $0.16 $0.02 $0.32 
Weighted Average Common Shares Outstanding12,910,785 12,504,717 12,709,905 12,497,313 
See Notes to Consolidated Financial Statements





-5-


FIRST GUARANTY BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited)

 Three Months Ended June 30,
Six Months Ended June 30,
(in thousands)2025202420252024
Net (Loss) Income$(7,303)$7,201 $(13,469)$9,511 
Other comprehensive income:  
Unrealized (losses) gains on securities:  
Unrealized holding gains arising during the period1,228 261 3,365 1,056 
Change in unrealized gains on securities1,228 261 3,365 1,056 
Tax impact(257)(55)(706)(222)
Other comprehensive income971 206 2,659 834 
Comprehensive (Loss) Income$(6,332)$7,407 $(10,810)$10,345 
See Notes to Consolidated Financial Statements
 
-6-


FIRST GUARANTY BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (unaudited) 

 
Preferred Stock $1,000 Par
Common Stock
$1 Par
SurplusRetained
Earnings
Accumulated
Other Comprehensive
Income/(Loss)
Total
(in thousands, except per share data)
     
Balance December 31, 2023$33,058 $12,475 $149,085 $67,972 $(12,959)$249,631 
Net income— — — 2,310 — 2,310 
Common Stock issued under Equity Bonus Plan, 29,293 shares
— 30 304 — — 334 
Other comprehensive income— — — — 628 628 
Preferred stock dividends— — — (582)— (582)
Cash dividends on common stock ($0.16 per share)
— — — (2,001)— (2,001)
Balance March 31, 2024 (unaudited)$33,058 $12,505 $149,389 $67,699 $(12,331)$250,320 
Net income— — — 7,201 — 7,201 
Other comprehensive income— — — 206 206 
Preferred stock dividends— — — (582)— (582)
Cash dividends on common stock ($0.16 per share)
— — — (2,001)— (2,001)
Balance June 30, 2024 (unaudited)$33,058 $12,505 $149,389 $72,317 $(12,125)$255,144 
Balance December 31, 2024$33,058 $12,505 $149,389 $72,965 $(12,868)$255,049 
Net (loss) income— — — (6,166)— (6,166)
Common Stock issued in private placement, 186,787 shares
— 186 1,395 — — 1,581 
Other comprehensive income— — — — 1,688 1,688 
Preferred stock dividends— — — (582)— (582)
Cash dividends on common stock ($0.01 per share)
— — — (125)— (125)
Balance March 31, 2025 (unaudited)$33,058 $12,691 $150,784 $66,092 $(11,180)$251,445 
Net (loss) income— — — (7,303)— (7,303)
Common Stock issued in private placement, 358,680 shares
— 359 2,619 — — 2,978 
Common Stock issued in subordinated debt conversion, 1,981,506 shares
— 1,982 13,018 — — 15,000 
Common Stock issued as payment-in-kind, 88,482 shares
— 88 620 — — 708 
Other comprehensive income— — — — 971 971 
Preferred stock dividends— — — (582)— (582)
Cash dividends on common stock ($0.01 per share)
— — — (129)— (129)
Balance June 30, 2025 (unaudited)$33,058 $15,120 $167,041 $58,078 $(10,209)$263,088 
See Notes to Consolidated Financial Statements



-7-


FIRST GUARANTY BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) 
 Six Months Ended June 30,
(in thousands)20252024
Cash Flows From Operating Activities  
Net (loss) income$(13,469)$9,511 
Adjustments to reconcile net income to net cash provided by operating activities:  
Provision for credit losses31,158 9,109 
Depreciation and amortization2,189 2,181 
Change in right of use asset251 34 
Amortization/Accretion of investments(2,105)206 
(Gain) loss on sale/call of securities  
(Gain) loss on sale of assets(4)(13,203)
Repossessed asset write downs, gains and losses on dispositions24 (9)
Interest expense paid-in-kind708  
FHLB stock dividends(250)(397)
Change in operating lease liabilities(233)(34)
Change in other assets and liabilities, net(31,197)2,497 
Net Cash (Used In) Provided By Operating Activities(12,928)9,895 
Cash Flows From Investing Activities  
Proceeds from maturities and calls of HTM securities  
Proceeds from maturities, calls and sales of AFS securities119,937 50,606 
Funds invested in AFS securities(231,470)(4,200)
Funds invested in Federal Home Loan Bank stock (1,599)
Proceeds from sale/redemption of Federal Home Loan Bank stock 3,182 
Net decrease (increase) in loans268,151 (95,476)
Purchase of premises and equipment(481)(2,892)
Proceeds from sales of premises and equipment4 14,816 
Proceeds from sales of other real estate owned130 295 
Net Cash Provided By (Used In) Investing Activities156,271 (35,268)
Cash Flows From Financing Activities  
Net increase in deposits5,078 34,357 
Net increase in federal funds purchased and short-term borrowings108 674 
Repayment of long-term borrowings(1,008)(22,015)
Proceeds from subordinated debentures 29,700 
Proceeds from issuance of common stock4,559 334 
Dividends paid on preferred stock(1,164)(1,164)
Dividends paid on common stock(254)(4,002)
Net Cash Provided By Financing Activities7,319 37,884 
Net Increase In Cash and Cash Equivalents150,662 12,511 
Cash and Cash Equivalents at the Beginning of the Period564,208 286,455 
Cash and Cash Equivalents at the End of the Period$714,870 $298,966 
Noncash Activities:  
Acquisition of real estate in settlement of loans$7,515 $161 
Common stock issued for debt conversion$15,000 $ 
Common stock issued for payment-in-kind$708 $ 
Cash Paid During The Period:  
Interest on deposits and borrowed funds$65,260 $62,212 
Federal income taxes$2,500 $ 
State income taxes$ $ 
 See Notes to the Consolidated Financial Statements.
-8-


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Basis of Presentation
 
The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles. The consolidated financial statements and the footnotes of First Guaranty Bancshares, Inc. ("First Guaranty") thereto should be read in conjunction with the audited consolidated financial statements and note disclosures for First Guaranty previously filed with the Securities and Exchange Commission in First Guaranty's Annual Report on Form 10-K for the year ended December 31, 2024.
 
The consolidated financial statements include the accounts of First Guaranty Bancshares, Inc. and its wholly owned subsidiary First Guaranty Bank (the "Bank"). All significant intercompany balances and transactions have been eliminated in consolidation.
 
In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments necessary for a fair presentation of the consolidated financial statements. Those adjustments are of a normal recurring nature. The results of operations at June 30, 2025 and for the three and six month periods ended June 30, 2025 and 2024 are not necessarily indicative of the results expected for the full year or any other interim period. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near-term relate to the determination of the allowance for credit losses, the valuation of real estate acquired in connection with foreclosures or in satisfaction of loans, and the valuation of investment securities.
-9-


Note 2. Recent Accounting Pronouncements

Accounting Standards Adopted in 2025

None.

Accounting Pronouncements Not Yet Adopted

ASU No. 2023-09, "Improvements to Tax Disclosures" ("ASU 2023-09") is intended to enhance the transparency and decision usefulness of income tax disclosures primarily through changes to the rate reconciliation and income taxes paid information. This update is effective for annual periods beginning after December 15, 2024, though early adoption is permitted. We do not expect it to have a material effect on First Guaranty's consolidated financial statements.

ASU 2024-03, "Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures" (ASU 2024-03") requires the disaggregation of certain expenses in the notes to the financial statements, to provide enhanced transparency into the expense captions presented on the face of the income statement. The amendments in ASU 2024-03 are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The amendments in this ASU may be applied either prospectively or retrospectively. The Company is currently evaluating the impact that this update will have on its disclosures in the consolidated financial statements.





-10-


Note 3. Securities
 
A summary comparison of securities by type at June 30, 2025 and December 31, 2024 is shown below. 

 June 30, 2025December 31, 2024
(in thousands)Amortized CostGross
Unrealized Gains
Gross
Unrealized Losses
Fair ValueAmortized CostGross Unrealized GainsGross
Unrealized Losses
Fair Value
Available for sale:        
U.S. Treasuries$49,652 $ $(37)$49,615 $147,840 $33 $(93)$147,780 
U.S. Government Agencies        
Corporate debt securities11,250 6 (387)10,869 12,250  (668)11,582 
Municipal bonds16,304 74 (661)15,717 21,736 220 (339)21,617 
Collateralized mortgage obligations117,375 537 (137)117,775 32,065  (446)31,619 
Mortgage-backed securities203,531 867 (801)203,597 70,430  (1,931)68,499 
Total available for sale securities$398,112 $1,484 $(2,023)$397,573 $284,321 $253 $(3,477)$281,097 
Held to maturity:        
U.S. Government Agencies$267,194 $ $(58,175)$209,019 $266,761 $ $(64,671)$202,090 
Corporate debt securities55,105 2 (4,046)51,061 55,011  (5,643)49,368 
Total held to maturity securities$322,299 $2 $(62,221)$260,080 $321,772 $ $(70,314)$251,458 
 
The scheduled maturities of securities at June 30, 2025, by contractual maturity, are shown below. Actual maturities may differ from contractual maturities due to calls or prepayments. Mortgage-backed securities are not due at a single maturity because of amortization and potential prepayment of the underlying mortgages. For this reason, they are presented separately in the maturity table below:  
 At June 30, 2025
(in thousands)Amortized CostFair Value
Available for sale:  
Due in one year or less$50,710 $50,671 
Due after one year through five years6,645 6,637 
Due after five years through 10 years17,136 16,472 
Over 10 years2,715 2,421 
Subtotal77,206 76,201 
Collateralized mortgage obligations117,375 117,775 
Mortgage-backed securities203,531 203,597 
Total available for sale securities$398,112 $397,573 
Held to maturity:  
Due in one year or less$ $ 
Due after one year through five years22,409 21,193 
Due after five years through 10 years120,016 105,800 
Over 10 years179,874 133,087 
Total held to maturity securities$322,299 $260,080 
 
At June 30, 2025, $488.2 million of First Guaranty's securities were pledged to secure public funds deposits and borrowings. The pledged securities had a market value of $439.1 million as of June 30, 2025.

Accrued interest receivable on First Guaranty's investment securities was $2.3 million and $1.4 million at June 30, 2025 and December 31, 2024, respectively, and was included in accrued interest receivable on the consolidated balance sheet. First Guaranty had a $0.2 million allowance for credit losses related to the held to maturity portfolio at June 30, 2025 and December 31, 2024.
-11-



The following is a summary of the fair value of securities with gross unrealized losses and an aging of those gross unrealized losses at June 30, 2025.

  At June 30, 2025 
 Less Than 12 Months12 Months or MoreTotal
(in thousands)Number
of Securities
Fair ValueGross
Unrealized
Losses
Number
of Securities
Fair ValueGross
Unrealized
Losses
Number
of Securities
Fair ValueGross
Unrealized Losses
Available for sale:         
U.S. Treasuries2 $49,615 $(37) $ $ 2 $49,615 $(37)
Corporate debt securities2 1,491 (10)8 6,623 (377)10 8,114 (387)
Municipal bonds21 4,944 (137)31 4,854 (524)52 9,798 (661)
Collateralized mortgage obligations6 35,627 (137)   6 35,627 (137)
Mortgage-backed securities17 73,953 (651)6 3,427 (150)23 77,380 (801)
Total available for sale securities48 $165,630 $(972)45 $14,904 $(1,051)93 $180,534 $(2,023)
Held to maturity:         
U.S. Government Agencies $ $ 29 $209,019 $(58,175)29 $209,019 $(58,175)
Corporate debt securities1 884 (85)55 49,855 (3,961)56 50,739 (4,046)
Total held to maturity securities1 $884 $(85)84 $258,874 $(62,136)85 $259,758 $(62,221)

The following is a summary of the fair value of securities with gross unrealized losses and an aging of those gross unrealized losses at December 31, 2024. 

  At December 31, 2024 
 Less Than 12 Months12 Months or MoreTotal
(in thousands)Number
of Securities
Fair ValueGross
Unrealized
Losses
Number
of Securities
Fair ValueGross
Unrealized Losses
Number
of Securities
Fair ValueGross
Unrealized Losses
Available for sale:         
U.S. Treasuries2 $48,615 $(93) $ $ 2 $48,615 $(93)
U.S. Government Agencies         
Corporate debt securities2 1,965 (35)12 9,617 (633)14 11,582 (668)
Municipal bonds2 505 (4)34 5,406 (335)36 5,911 (339)
Collateralized mortgage obligations8 31,619 (446)   8 31,619 (446)
Mortgage-backed securities15 65,089 (1,721)6 3,410 (210)21 68,499 (1,931)
Total available for sale securities29 $147,793 $(2,299)52 $18,433 $(1,178)81 $166,226 $(3,477)
Held to maturity:
U.S. Government Agencies $ $ 29 $202,090 $(64,671)29 $202,090 $(64,671)
Corporate debt securities1 322 (3)56 49,046 (5,640)57 49,368 (5,643)
Total held to maturity securities1 $322 $(3)85 $251,136 $(70,311)86 $251,458 $(70,314)

As of June 30, 2025, 178 of First Guaranty's debt securities had unrealized losses totaling 12.7% of the individual securities' amortized cost basis and 8.9% of First Guaranty's total amortized cost basis of the investment securities portfolio. 129 of the 178 securities had been in a continuous loss position for over 12 months at such date. The 129 securities had an aggregate amortized cost basis of $337.0 million and an unrealized loss of $63.2 million at June 30, 2025. Management has the intent and ability to hold these debt securities until maturity or until anticipated recovery.

-12-



Securities are evaluated for impairment from credit losses at least quarterly and more frequently when economic or market conditions warrant such evaluation. Consideration is given to (i) the extent to which the fair value has been less than cost, (ii) the financial condition and near-term prospects of the issuer, (iii) the recovery of contractual principal and interest and (iv) the intent and ability of First Guaranty to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value.
 
Investment securities issued by the U.S. Government and Government sponsored enterprises with unrealized losses and the amount of unrealized losses on those investment securities that are the result of changes in market interest rates will not be credit impaired. First Guaranty has the ability and intent to hold these securities until recovery, which may not be until maturity.
 
Corporate debt securities in a loss position consist primarily of corporate bonds issued by businesses in the financial, insurance, utility, manufacturing, industrial, consumer products and oil and gas industries. There were no held to maturity corporate securities with a credit related impairment loss at June 30, 2025. First Guaranty believes that the remaining issuers will be able to fulfill the obligations of these securities based on evaluations described above. First Guaranty has the ability and intent to hold these securities until they recover, which could be at their maturity dates.

There were no charge-offs recognized on securities during the six months ended June 30, 2025 and 2024. There were no provisions for credit losses recognized on securities during the six months ended June 30, 2025 and 2024.

For securities that have indications of credit related impairment, management analyzes future expected cash flows to determine if any credit related impairment is evident. Estimated cash flows are determined using management's best estimate of future cash flows based on specific assumptions. The assumptions used to determine the cash flows were based on estimates of loss severity and credit default probabilities. Management reviews reports from credit rating agencies and public filings of issuers. 
 
At June 30, 2025, First Guaranty's exposure to bond issuers that exceeded 10% of shareholders' equity is below: 

 At June 30, 2025
(in thousands)Amortized CostFair Value
U.S. Government Treasuries (U.S.)$49,652 $49,615 
Federal Home Loan Bank (FHLB)32,354 26,603 
Federal Home Loan Mortgage Corporation (Freddie Mac-FHLMC)100,926 74,363 
Federal Farm Credit Bank (FFCB)139,469 113,440 
Government National Mortgage Association (Ginnie Mae-GNMA)195,714 195,943 
Total$518,115 $459,964 

-13-


Note 4. Loans
 
The following table summarizes the components of First Guaranty's loan portfolio as of June 30, 2025 and December 31, 2024: 

 June 30, 2025December 31, 2024
(in thousands except for %)BalanceAs % of CategoryBalanceAs % of Category
Real Estate:    
Construction & land development$268,828 11.1 %$330,048 12.2 %
Farmland32,267 1.3 %35,991 1.3 %
1- 4 Family440,465 18.2 %450,371 16.7 %
Multifamily144,864 6.0 %165,121 6.1 %
Non-farm non-residential1,052,503 43.5 %1,159,842 42.9 %
Total Real Estate1,938,927 80.1 %2,141,373 79.2 %
Non-Real Estate:    
Agricultural42,831 1.8 %40,722 1.5 %
Commercial and industrial238,144 9.9 %257,518 9.5 %
Commercial leases159,209 6.6 %220,200 8.2 %
Consumer and other 38,240 1.6 %42,267 1.6 %
Total Non-Real Estate478,424 19.9 %560,707 20.8 %
Total Loans Before Unearned Income2,417,351 100.0 %2,702,080 100.0 %
Unearned income(6,846) (8,300) 
Total Loans Net of Unearned Income$2,410,505  $2,693,780  

Accrued interest receivable on First Guaranty's loans totaled $11.0 million and $13.4 million at June 30, 2025 and December 31, 2024, respectively, and is included in accrued interest receivable on the consolidated balance sheet. Accrued interest receivable is excluded from First Guaranty's estimate of the allowance for credit losses.

The following table summarizes fixed and floating rate loans by contractual maturity, excluding nonaccrual loans, as of June 30, 2025 and December 31, 2024 unadjusted for scheduled principal payments, prepayments, or repricing opportunities. The average life of the loan portfolio may be substantially less than the contractual terms when these adjustments are considered. 

 June 30, 2025December 31, 2024
(in thousands)FixedFloatingTotalFixedFloatingTotal
One year or less$265,683 $238,435 $504,118 $240,685 $245,272 $485,957 
More than one to five years360,445 196,250 556,695 501,800 256,720 758,520 
More than five to 15 years58,660 250,433 309,093 62,412 293,173 355,585 
Over 15 years342,402 585,864 928,266 358,727 634,762 993,489 
Subtotal$1,027,190 $1,270,982 2,298,172 $1,163,624 $1,429,927 2,593,551 
Nonaccrual loans  119,179   108,529 
Total Loans Before Unearned Income  2,417,351   2,702,080 
Unearned income  (6,846)  (8,300)
Total Loans Net of Unearned Income  $2,410,505   $2,693,780 
 
Included in floating rate loans are loans that adjust to a floating rate following an initial fixed rate period. The initial fixed rate periods are typically one, three, or five years.
-14-



The following tables present the age analysis of past due loans at June 30, 2025 and December 31, 2024: 

 As of June 30, 2025
(in thousands)30-89 Days Past Due90 Days or GreaterTotal Past DueCurrentTotal LoansRecorded Investment
90 Days Accruing
Real Estate:      
Construction & land development$98 $1,766 $1,864 $266,964 $268,828 $ 
Farmland381 1,785 2,166 30,101 32,267  
1- 4 family1,966 11,866 13,832 426,633 440,465  
Multifamily264 34,668 34,932 109,932 144,864  
Non-farm non-residential3,979 59,952 63,931 988,572 1,052,503 284 
Total Real Estate6,688 110,037 116,725 1,822,202 1,938,927 284 
Non-Real Estate:      
Agricultural154 1,782 1,936 40,895 42,831  
Commercial and industrial379 5,567 5,946 232,198 238,144  
Commercial leases 1,961 1,961 157,248 159,209  
Consumer and other637 116 753 37,487 38,240  
Total Non-Real Estate1,170 9,426 10,596 467,828 478,424  
Total Loans Before Unearned Income$7,858 $119,463 $127,321 $2,290,030 $2,417,351 $284 
Unearned income    (6,846) 
Total Loans Net of Unearned Income    $2,410,505  
 
 As of December 31, 2024
(in thousands)30-89 Days Past Due90 Days or GreaterTotal Past DueCurrentTotal LoansRecorded Investment
90 Days Accruing
Real Estate:      
Construction & land development$1,562 $11,018 $12,580 $317,468 $330,048 $7,394 
Farmland 2,619 2,619 33,372 35,991  
1- 4 family12,917 10,053 22,970 427,401 450,371  
Multifamily199 27,542 27,741 137,380 165,121  
Non-farm non-residential38,607 58,279 96,886 1,062,956 1,159,842 4,108 
Total Real Estate53,285 109,511 162,796 1,978,577 2,141,373 11,502 
Non-Real Estate:      
Agricultural677 1,992 2,669 38,053 40,722  
Commercial and industrial1,293 6,762 8,055 249,463 257,518  
Commercial leases 1,533 1,533 218,667 220,200  
Consumer and other860 233 1,093 41,174 42,267  
Total Non-Real Estate2,830 10,520 13,350 547,357 560,707  
Total Loans Before Unearned Income$56,115 $120,031 $176,146 $2,525,934 $2,702,080 $11,502 
Unearned income    (8,300) 
Total Loans Net of Unearned Income    $2,693,780  
 
The tables above include $119.2 million and $108.5 million of nonaccrual loans at June 30, 2025 and December 31, 2024, respectively. See the tables below for more detail on nonaccrual loans.

-15-


The following is a summary of nonaccrual loans by class at the dates indicated: 

As of June 30, 2025
(in thousands)With Related AllowanceWithout Related AllowanceTotal
Real Estate:  
Construction & land development$1,315 $451 $1,766 
Farmland273 1,512 1,785 
1- 4 family11,156 710 11,866 
Multifamily25,879 8,789 34,668 
Non-farm non-residential40,828 18,840 59,668 
Total Real Estate79,451 30,302 109,753 
Non-Real Estate:  
Agricultural867 915 1,782 
Commercial and industrial1,882 3,685 5,567 
Commercial leases799 1,162 1,961 
Consumer and other116  116 
Total Non-Real Estate3,664 5,762 9,426 
Total Nonaccrual Loans$83,115 $36,064 $119,179 

As of December 31, 2024
(in thousands)With Related AllowanceWithout Related AllowanceTotal
Real Estate:  
Construction & land development$697 $2,927 $3,624 
Farmland678 1,941 2,619 
1- 4 family7,309 2,744 10,053 
Multifamily25,986 1,556 27,542 
Non-farm non-residential7,976 46,195 54,171 
Total Real Estate42,646 55,363 98,009 
Non-Real Estate:  
Agricultural729 1,263 1,992 
Commercial and industrial1,724 5,038 6,762 
Commercial leases 1,533 1,533 
Consumer and other233  233 
Total Non-Real Estate2,686 7,834 10,520 
Total Nonaccrual Loans$45,332 $63,197 $108,529 
 



-16-


The following table presents First Guaranty's loan portfolio by credit quality classification and origination year as of the date indicated:
 As of June 30, 2025
Term Loans by Origination Year
(in thousands)20252024202320222021PriorRevolving LoansTotal
Real Estate:        
Construction & land development:
   Pass $3,896 $17,997 $109,152 $53,692 $6,415 8,466 $6,825 $206,443 
   Special Mention 1,626 167 16,086  133 7,938 25,950 
   Substandard1,312  34,191 795 137   36,435 
   Doubtful        
Total Construction & land development5,208 19,623 143,510 70,573 6,552 8,599 14,763 268,828 
Current period gross charge-offs   5,794    5,794 
Farmland
      Pass631 2,950 7,648 3,619 3,275 2,818 3,294 24,235 
      Special Mention 154  49  1,787  1,990 
   Substandard 2,864 381 24  2,773  6,042 
   Doubtful        
 Total Farmland631 5,968 8,029 3,692 3,275 7,378 3,294 32,267 
Current period gross charge-offs        
 1- 4 family
   Pass14,224 60,061 93,109 98,543 55,452 77,989 6,212 405,590 
      Special Mention
155 86 2,971 1,378 4,692 3,653 629 13,564 
      Substandard2,138 23 4,567 4,532 2,900 6,372 427 20,959 
      Doubtful   73 85 120 74 352 
   Total 1- 4 family16,517 60,170 100,647 104,526 63,129 88,134 7,342 440,465 
  Current period gross charge-offs      16  16 
   Multifamily
      Pass 441 8,685 42,475 46,295 6,500 3,482 107,878 
      Special Mention  263 18 496 1,541  2,318 
      Substandard  25 34,643    34,668 
      Doubtful        
   Total Multifamily 441 8,973 77,136 46,791 8,041 3,482 144,864 
  Current period gross charge-offs        
   Non-farm non-residential
      Pass10,589 35,095 146,235 193,195 73,157 272,030 53,354 783,655 
      Special Mention165 15,919 35,428 344 9,678 47,652 9,080 118,266 
      Substandard792 11,278 20,709 34,677 40,010 37,712 5,339 150,517 
      Doubtful     65  65 
   Total non-farm non-residential11,546 62,292 202,372 228,216 122,845 357,459 67,773 1,052,503 
  Current period gross charge-offs   33    33 
Total Real Estate33,902 148,494 463,531 484,143 242,592 469,611 96,654 1,938,927 
Non-Real Estate:
   Agricultural
      Pass691 1,815 2,022 3,171 2,842 3,481 19,523 33,545 
      Special Mention79 106 74 1,883  202 294 2,638 
      Substandard 4 49 4,352 155 1,823 255 6,638 
      Doubtful     10  10 
   Total Agricultural770 1,925 2,145 9,406 2,997 5,516 20,072 42,831 
  Current period gross charge-offs 169      169 
   Commercial and industrial
      Pass42,498 19,554 20,451 14,361 33,410 15,910 68,760 214,944 
-17-


      Special Mention9 721 342 199 282 79 2,595 4,227 
      Substandard34 3,932 46 791 833 774 12,563 18,973 
      Doubtful        
   Total Commercial and industrial42,541 24,207 20,839 15,351 34,525 16,763 83,918 238,144 
  Current period gross charge-offs 122 443 258 133 19  975 
   Commercial leases
      Pass2,293 39,393 52,728 22,417 22,940   139,771 
      Special Mention   17,477    17,477 
      Substandard 542  1,162 257   1,961 
      Doubtful        
   Total Commercial leases2,293 39,935 52,728 41,056 23,197   159,209 
  Current period gross charge-offs   233    233 
   Consumer and other loans
      Pass4,590 5,191 12,711 2,427 2,093 10,475  37,487 
      Special Mention  28 32 85 14  159 
      Substandard 41 80 218 213 42  594 
      Doubtful        
   Total Consumer and other loans4,590 5,232 12,819 2,677 2,391 10,531  38,240 
  Current period gross charge-offs163 127 148 167 134 58  797 
Total Non-Real Estate50,194 71,299 88,531 68,490 63,110 32,810 103,990 478,424 
   Total Loans
      Pass79,412 182,497 452,741 433,900 245,879 397,669 161,450 1,953,548 
      Special Mention408 18,612 39,273 37,466 15,233 55,061 20,536 186,589 
      Substandard4,276 18,684 60,048 81,194 44,505 49,496 18,584 276,787 
      Doubtful   73 85 195 74 427 
Total Loans Before Unearned Income $84,096 $219,793 $552,062 $552,633 $305,702 $502,421 $200,644 $2,417,351 
Unearned income(6,846)
Total Loans Net of Unearned Income$2,410,505 
   Total Current Period Gross Charge-offs$163 $418 $591 $6,485 $267 $93 $ $8,017 

 As of December 31, 2024
Term Loans by Origination Year
(in thousands)20242023202220212020PriorRevolving LoansTotal
Real Estate:        
Construction & land development:
   Pass $18,411 $110,178 $135,554 $17,703 $1,728 4,422 $12,734 $300,730 
   Special Mention609 16,956 91  81 64 30 17,831 
   Substandard 1,461 8,572 599 246 525  11,403 
   Doubtful   84    84 
Total Construction & land development19,020 128,595 144,217 18,386 2,055 5,011 12,764 330,048 
Current period gross charge-offs  39     39 
Farmland
      Pass2,373 11,976 3,499 3,312 1,599 1,922 2,865 27,546 
      Special Mention3,029  57  1,656 76  4,818 
   Substandard 381 27  2,592 627  3,627 
   Doubtful        
 Total Farmland5,402 12,357 3,583 3,312 5,847 2,625 2,865 35,991 
Current period gross charge-offs  258     258 
-18-


 1- 4 family
   Pass62,044 98,098 101,780 63,313 36,285 47,263 9,896 418,679 
      Special Mention
431 1,644 1,775 326 2,383 2,320 1,039 9,918 
      Substandard 4,186 3,129 4,689 1,619 4,343 3,543 21,509 
      Doubtful  73   119 73 265 
   Total 1- 4 family62,475 103,928 106,757 68,328 40,287 54,045 14,551 450,371 
  Current period gross charge-offs   174 59 5 796  1,034 
   Multifamily
      Pass446 9,196 44,395 48,143 14,607 5,135 4,419 126,341 
      Special Mention  7,100 506  1,577  9,183 
      Substandard  28,041   1,556  29,597 
      Doubtful        
   Total Multifamily446 9,196 79,536 48,649 14,607 8,268 4,419 165,121 
  Current period gross charge-offs        
   Non-farm non-residential
      Pass68,227 202,084 250,338 95,588 96,967 251,914 38,698 1,003,816 
      Special Mention 4,390 354 8,509 1,067 34,467 9,208 57,995 
      Substandard11,356 9,213 32,688 37,181 916 2,917 3,694 97,965 
      Doubtful    66   66 
   Total non-farm non-residential79,583 215,687 283,380 141,278 99,016 289,298 51,600 1,159,842 
  Current period gross charge-offs 3,793 1,031 3,009 331 836  9,000 
Total Real Estate166,926 469,763 617,473 279,953 161,812 359,247 86,199 2,141,373 
Non-Real Estate:
   Agricultural
      Pass2,102 2,766 7,815 2,904 1,142 5,676 13,130 35,535 
      Special Mention18 74 1,793 10 132 112 91 2,230 
      Substandard169 51  663 128 1,915 12 2,938 
      Doubtful     19  19 
   Total Agricultural2,289 2,891 9,608 3,577 1,402 7,722 13,233 40,722 
  Current period gross charge-offs   33    33 
   Commercial and industrial
      Pass27,172 26,410 19,230 39,601 30,833 13,946 80,769 237,961 
      Special Mention4,082 660 78 91 38 80 306 5,335 
      Substandard25 59 815 939 193 1,229 10,962 14,222 
      Doubtful        
   Total Commercial and industrial31,279 27,129 20,123 40,631 31,064 15,255 92,037 257,518 
  Current period gross charge-offs185 702 913 563 2,168 342  4,873 
   Commercial leases
      Pass48,856 61,057 47,140 38,027 3,554 398  199,032 
      Special Mention  18,153     18,153 
      Substandard  3,015     3,015 
      Doubtful        
   Total Commercial leases48,856 61,057 68,308 38,027 3,554 398  220,200 
  Current period gross charge-offs        
   Consumer and other loans
      Pass8,457 14,710 4,083 3,257 4,467 6,262  41,236 
      Special Mention 29 42 98 26   195 
      Substandard96 176 276 221 29 38  836 
      Doubtful        
   Total Consumer and other loans8,553 14,915 4,401 3,576 4,522 6,300  42,267 
  Current period gross charge-offs438 802 1,013 693 283 125  3,354 
Total Non-Real Estate90,977 105,992 102,440 85,811 40,542 29,675 105,270 560,707 
   Total Loans
-19-


      Pass238,088 536,475 613,834 311,848 191,182 336,938 162,511 2,390,876 
      Special Mention8,169 23,753 29,443 9,540 5,383 38,696 10,674 125,658 
      Substandard11,646 15,527 76,563 44,292 5,723 13,150 18,211 185,112 
      Doubtful  73 84 66 138 73 434 
Total Loans Before Unearned Income $257,903 $575,755 $719,913 $365,764 $202,354 $388,922 $191,469 $2,702,080 
Unearned income(8,300)
Total Loans Net of Unearned Income$2,693,780 
   Total Current Period Gross Charge-offs$623 $5,297 $3,428 $4,357 $2,787 $2,099 $ $18,591 
 


-20-



Note 5. Allowance for Credit Losses on Loans
 
A summary of changes in the allowance for credit losses, by portfolio type, for the six months ended June 30, 2025 and 2024 are as follows: 

For the Six Months Ended June 30,
2025
(in thousands)Beginning Allowance (12/31/2024)Charge-offsRecoveriesProvisionEnding Allowance (6/30/2025)
Real Estate:
Construction & land development$3,930 $(5,794)$ $5,504 $3,640 
Farmland50   122 172 
1- 4 family9,243 (16)22 6,751 16,000 
Multifamily3,949   3,537 7,486 
Non-farm non-residential11,531 (33)16 10,350 21,864 
Total Real Estate28,703 (5,843)38 26,264 49,162 
Non-Real Estate:
Agricultural204 (169) 211 246 
Commercial and industrial1,994 (975)52 4,616 5,687 
Commercial leases1,719 (233) 619 2,105 
Consumer and other1,337 (797)319 457 1,316 
Unallocated854   (499)355 
Total Non-Real Estate6,108 (2,174)371 5,404 9,709 
Total Loans$34,811 $(8,017)$409 $31,668 $58,871 
Unfunded lending commitments1,210 — — (510)700 
Total$36,021 $(8,017)$409 $31,158 $59,571 

 For the Six Months Ended June 30,
 2024
(in thousands)Beginning Allowance (12/31/2023)Charge-offsRecoveriesProvisionEnding Allowance (6/30/2024)
Real Estate:
Construction & land development$5,845 $(39)$1 $(919)$4,888 
Farmland36 (258) 247 25 
1- 4 family6,653 (773)7 763 6,650 
Multifamily1,614   101 1,715 
Non-farm non-residential10,596 (4,120)21 2,440 8,937 
Total Real Estate24,744 (5,190)29 2,632 22,215 
Non-Real Estate:
Agricultural97 (33)18 20 102 
Commercial and industrial2,711 (3,570)126 2,515 1,782 
Commercial leases1,948   (50)1,898 
Consumer and other1,426 (2,259)331 3,154 2,652 
Unallocated   1,638 1,638 
Total Non-Real Estate6,182 (5,862)475 7,277 8,072 
Total Loans$30,926 $(11,052)$504 $9,909 $30,287 
Unfunded lending commitments2,810 — — (800)2,010 
Total$33,736 $(11,052)$504 $9,109 $32,297 

Negative provisions are caused by changes in the composition and credit quality of the loan portfolio and by recoveries. The result is an allocation of the credit loss reserve from one category to another.

-21-


A summary of the allowance along with loans and leases individually and collectively evaluated are as follows: 

As of June 30, 2025
(in thousands)Allowance
Individually
Evaluated
Allowance
Collectively Evaluated
Total Allowance
for Credit Losses
Loans
Individually
Evaluated
Loans
Collectively
Evaluated
Total Loans
before
Unearned Income
Real Estate:      
Construction & land development$508 $3,132 $3,640 $19,380 $249,448 $268,828 
Farmland 172 172 2,543 29,724 32,267 
1- 4 family1,294 14,706 16,000 8,362 432,103 440,465 
Multifamily6,255 1,231 7,486 34,643 110,221 144,864 
Non-farm non-residential10,099 11,765 21,864 74,489 978,014 1,052,503 
Total Real Estate18,156 31,006 49,162 139,417 1,799,510 1,938,927 
Non-Real Estate:      
Agricultural 246 246 915 41,916 42,831 
Commercial and industrial3,534 2,153 5,687 8,673 229,471 238,144 
Commercial leases542 1,563 2,105 1,704 157,505 159,209 
Consumer and other 1,316 1,316  38,240 38,240 
Unallocated 355 355    
Total Non-Real Estate4,076 5,633 9,709 11,292 467,132 478,424 
Total$22,232 $36,639 $58,871 $150,709 $2,266,642 2,417,351 
Unearned Income     (6,846)
Total Loans Net of Unearned Income     $2,410,505 

All loans individually evaluated for impairment as of June 30, 2025 were considered collateral dependent loans.
 
 As of December 31, 2024
(in thousands)Allowance
Individually
Evaluated
Allowance
Collectively Evaluated
Total Allowance
for Credit Losses
Loans
Individually
Evaluated
Loans
Collectively
Evaluated
Total Loans
before
Unearned Income
Real Estate:      
Construction & land development$403 $3,527 $3,930 $10,724 $319,324 $330,048 
Farmland 50 50 2,973 33,018 35,991 
1- 4 family430 8,813 9,243 3,174 447,197 450,371 
Multifamily2,942 1,007 3,949 27,516 137,605 165,121 
Non-farm non-residential1,229 10,302 11,531 54,201 1,105,641 1,159,842 
Total Real Estate5,004 23,699 28,703 98,588 2,042,785 2,141,373 
Non-Real Estate:      
Agricultural129 75 204 2,151 38,571 40,722 
Commercial and industrial3 1,991 1,994 5,194 252,324 257,518 
Commercial leases 1,719 1,719 3,015 217,185 220,200 
Consumer and other 1,337 1,337  42,267 42,267 
Unallocated 854 854    
Total Non-Real Estate132 5,976 6,108 10,360 550,347 560,707 
Total$5,136 $29,675 $34,811 $108,948 $2,593,132 2,702,080 
Unearned Income     (8,300)
Total loans net of unearned income     $2,693,780 

All loans individually evaluated for impairment as of December 31, 2024 were considered collateral dependent loans.

As of June 30, 2025 and December 31, 2024, First Guaranty had loans totaling $119.2 million and $108.5 million, respectively, not accruing interest. As of June 30, 2025, and December 31, 2024, First Guaranty had loans past due 90 days or more and still accruing interest totaling $0.3 million and $11.5 million, respectively. The average outstanding balance of nonaccrual loans for the six months ended June 30, 2025 was $126.4 million compared to $63.4 million for the year ended December 31, 2024.

-22-


The Bank held loans that were individually evaluated for impairment at June 30, 2025 for which the repayment, on the basis of the assessment at the reporting date, is expected to be provided substantially though the operation or sale of the collateral and the borrower is experiencing financial difficulty. The Allowance for Credit Losses for these collateral-dependent loans is primarily based on the fair value of the underlying collateral at the reporting date. The following describes the type of collateral that secure collateral dependent loans:

Residential real estate loans are primarily secured by first liens on residential real estate.
Commercial real estate loans are primarily secured by office and industrial buildings, warehouses, retail shopping facilities and various special purpose properties, including hotels and restaurants.
Construction and land loans are primarily secured by residential and commercial properties, which are under construction and/or redevelopment, and by raw land.
Commercial loans are primarily secured by accounts receivable, inventory and equipment.
Agriculture loans are primarily secured by farmland and equipment.

Loan Modifications Made to Borrowers Experiencing Financial Difficulty

Occasionally, the Bank modifies loans to borrowers in financial distress by providing certain concessions, such as principal forgiveness, term extension, an other-than-insignificant payment delay, interest only for a specified period of time, an interest rate reduction, or a combination of such concessions. When principal forgiveness is provided, the amount of forgiveness is charged-off against the allowance for credit losses. Upon the Bank’s determination that a modified loan (or portion of a loan) has subsequently been deemed uncollectible, the loan (or portion of the loan) is charged-off. Reportable modifications to borrowers experiencing financial difficulty (MEFD) during the six months ended June 30, 2025 consisted of a $16.6 million term extension. The bank had $0 unfunded commitments to borrowers whose terms have been modified as a reportable MEFD as of June 30, 2025.

As of June 30, 2025, there have been no loans that were modified with in the previous 12 months for which there has been payment default during the period.




-23-


Note 6. Goodwill and Other Intangible Assets
 
Goodwill and intangible assets deemed to have indefinite lives are no longer amortized but are subject to impairment testing. Other intangible assets continue to be amortized over their useful lives. First Guaranty's goodwill is the difference in purchase price over the fair value of net assets acquired from its acquisition of Homestead Bancorp in 2007, Premier Bancshares, Inc. in 2017 and Union Bancshares, Incorporated in 2019. Goodwill totaled $12.9 million at June 30, 2025 and December 31, 2024. No impairment charges have been recognized on First Guaranty's intangible assets since acquisition. Loan servicing assets totaled $0.3 million at June 30, 2025 and $0.4 million at December 31, 2024. Other intangible assets recorded include core deposit intangibles, which are subject to amortization. The weighted-average amortization period remaining for First Guaranty's core deposit intangibles is 3.8 years at June 30, 2025. The core deposits intangible reflect the value of deposit relationships, including the beneficial rates, which arose from acquisitions.
 
Note 7. Other Real Estate (ORE)
 
Other real estate owned consists of the following at the dates indicated: 

(in thousands)June 30, 2025December 31, 2024
Real Estate Owned Acquired by Foreclosure:  
Residential$192 $226 
Construction & land development7,384 3 
Non-farm non-residential81 90 
Total Other Real Estate Owned and Foreclosed Property7,657 319 
Allowance for Other Real Estate Owned losses  
Net Other Real Estate Owned and Foreclosed Property$7,657 $319 

Loans secured by one-to-four family residential properties in the process of foreclosure totaled $1.6 million as of June 30, 2025.

Note 8. Borrowings

During the quarter ended June 30, 2025, First Guaranty entered into an Exchange Agreement which provided for the exchange of certain floating rate subordinated debt due June 21, 2032, in the principal amount of $15.0 million, held by a related party for 1,981,506 shares of newly issued common stock of First Guaranty.

First Guaranty also entered into the amendments to the promissory note for the senior debt owed to a related party and subordinated note to a related party which allows First Guaranty to make payment of interest either in cash or shares of common stock for the period June 30, 2025 through March 30, 2026.

As of March 31, 2025, First Guaranty was not in compliance with one financial covenant under its credit agreement for its senior debt. First Guaranty’s adjusted Texas Ratio exceeded 35% at March 31, 2025. As a result, the interest rate on the senior loan was increased by one percent to 8.0% for the second quarter of 2025. The lender has provided a waiver for this covenant breach effective June 30, 2025 through March 31, 2026.

First Guaranty issued 36,060 shares of common stock for payment in kind ("PIK") interest due on the senior debt for the quarter ended June 30, 2025. First Guaranty issued 52,422 shares of common stock as PIK payments of interest on a $30.0 million subordinated debt for the quarter ended June 30, 2025.


-24-


Note 9. Commitments and Contingencies
 
Off-balance sheet commitments
 
First Guaranty is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers and to reduce its own exposure to fluctuations in interest rates. These financial instruments include commitments to extend credit and standby and commercial letters of credit. Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheets. The contract or notional amounts of those instruments reflect the extent of the involvement in particular classes of financial instruments.
 
The exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby and commercial letters of credit is represented by the contractual notional amount of those instruments. The same credit policies are used in making commitments and conditional obligations as it does for balance sheet instruments. Unless otherwise noted, collateral or other security is not required to support financial instruments with credit risk.
 
Below is a summary of the notional amounts of the financial instruments with off-balance sheet risk at June 30, 2025 and December 31, 2024:

Contract Amount
(in thousands)June 30, 2025December 31, 2024
Commitments to Extend Credit$72,011 $134,178 
Unfunded Commitments under lines of credit$164,845 $186,006 
Commercial and Standby letters of credit$13,526 $13,576 
 
Allowance For Credit Losses - Off- Balance-Sheet Credit Exposures

The provision for credit losses on unfunded commitments was a reversal of $0.5 million and $0.8 million for the six months ended June 30, 2025 and June 30, 2024, respectively. The ACL on off-balance-sheet credit exposures total $0.7 million at June 30, 2025 and $1.2 million at December 31, 2024 and is included in other liabilities on the accompanying consolidated balance sheets.

Litigation

First Guaranty is subject to various legal proceedings in the normal course of its business. First Guaranty assesses its liabilities and contingencies in connection with outstanding legal proceedings. Where it is probable that First Guaranty will incur a loss and the amount of the loss can be reasonably estimated, First Guaranty records a liability in its consolidated financial statements. First Guaranty does not record a loss if the loss is not probable or the amount of the loss is not estimable. First Guaranty Bank is a defendant in a lawsuit alleging fault for a loss of funds by a customer related to fraud by a third party with a possible loss range of $0.0 million to $1.5 million. The Bank denies the allegations and intends to vigorously defend against this lawsuit, which is in early stages and no trial date has been set. No accrued liability has been recorded related to this lawsuit. First Guaranty settled a case in the third quarter of 2021 for $1.1 million. A receivable for $0.9 million was recorded for recovery by a claim against First Guaranty's insurer. During the second quarter of 2024, First Guaranty received $0.5 million of the $0.9 million receivable. The remaining $0.4 million was written off. In the opinion of management, neither First Guaranty nor First Guaranty Bank is currently involved in such legal proceedings, either individually or in the aggregate, that the resolution is expected to have a material adverse effect on First Guaranty’s consolidated results of operations, financial condition, or cash flows. However, one or more unfavorable outcomes in these ordinary claims or litigation against First Guaranty or First Guaranty Bank could have a material adverse effect for the period in which they are resolved. In addition, regardless of their merits or ultimate outcomes, such matters are costly, divert management’s attention, and may materially and adversely affect the reputation of First Guaranty and First Guaranty Bank, even if resolved favorably.





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Note 10. Leases

First Guaranty’s primary leasing activities relate to certain real estate leases of a portion of the main office, certain branches, and certain ATM locations. These leases have all been designated as operating leases. First Guaranty does not lease equipment under operating leases, and does not have leases designated as financing leases.

On June 28, 2024 First Guaranty sold three properties owned by it, two stand-alone branches and a portion of the headquarters building which also contains a branch, to a partnership owned by certain directors of First Guaranty. The aggregate purchase price was approximately $14.7 million. All of the properties are located in Louisiana.

First Guaranty concurrently entered into absolute net lease agreements with the partnership under which First Guaranty will lease each of the properties. Each of the lease agreements has an initial term of 15 years with specified renewal options. Annual payments due under the leases total approximately $1.3 million. The sale-leaseback transaction resulted in a pre-tax gain of approximately $13.3 million.

First Guaranty recorded operating right-of-use ("ROU") assets and corresponding lease liabilities of $11.5 million and $11.5 million, respectively.

Information concerning First Guaranty’s leases is as follows:

Six Months Ended
June 30, 2025
Six Months Ended
June 30, 2024
Weighted-average lease term (in years)13.84.0
Weighted-average discount rate7.9 %2.9 %

First Guaranty’s operating lease ROU assets were $11.3 million and $11.6 million at June 30, 2025 and December 31, 2024, respectively, and the related operating lease liabilities were $11.4 million and $11.6 million, respectively. The ROU asset is included in Other Assets on the balance sheet, and the related operating lease liabilities are included in Other liabilities.

Operating lease expense, including short-term leases, is included in occupancy expense in the amount of $0.8 million and $0.2 million for the six months end June 30, 2025 and 2024, respectively. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Cash payment for amounts included in the measurement of lease liabilities of $0.7 million and $59,000 were included in operating cash flows for the respective six-month periods.

The following table reports minimum lease payments under non-cancelable operating leases at June 30, 2025:

(in thousands)
2025$703 
20261,406 
20271,406 
20281,351 
20291,307 
Thereafter12,797 
Total lease payments18,970 
Less: interest(7,563)
Present value of lease liabilities$11,407 
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Note 11. Fair Value Measurements

The fair value of a financial instrument is the current amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability. Valuation techniques use certain inputs to arrive at fair value. Inputs to valuation techniques are the assumptions that market participants would use in pricing the asset or liability. They may be observable or unobservable. First Guaranty uses a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows:
 
Level 1 Inputs – Unadjusted quoted market prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.
 
Level 2 Inputs – Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds or credit risks) or inputs that are derived principally from or corroborated by market data by correlation or other means.
 
Level 3 Inputs – Unobservable inputs for determining the fair values of assets or liabilities that reflect an entity's own assumptions about the assumptions that market participants would use in pricing the assets or liabilities.
 
A description of the valuation methodologies used for instruments measured at fair value follows, as well as the classification of such instruments within the valuation hierarchy.
 
Securities available for sale. Securities are classified within Level 1 where quoted market prices are available in an active market. Inputs include securities that have quoted prices in active markets for identical assets. If quoted market prices are unavailable, fair value is estimated using quoted prices of securities with similar characteristics, at which point the securities would be classified within Level 2 of the hierarchy. Securities classified within Level 3 in First Guaranty's portfolio as of June 30, 2025 includes corporate debt and municipal securities.

Loan individually evaluated for impairment. Fair value is measured by either the fair value of the collateral if the loan is collateral dependent (Level 2 or Level 3), or the present value of expected future cash flows, discounted at the loan's effective interest rate (Level 3). Fair value of the collateral is determined by appraisals or by independent valuation. 

Other real estate owned. Properties are recorded at the balance of the loan or at estimated fair value less estimated selling costs, whichever is less, at the date acquired. Fair values of other real estate owned ("OREO") are determined by sales agreement or appraisal, and costs to sell are based on estimation per the terms and conditions of the sales agreement or amounts commonly used in real estate transactions. Inputs include appraisal values or recent sales activity for similar assets in the property's market; thus, OREO measured at fair value would be classified within either Level 2 or Level 3 of the hierarchy.
 
Certain non-financial assets and non-financial liabilities are measured at fair value on a non-recurring basis including assets and liabilities related to reporting units measured at fair value in the testing of goodwill impairment, as well as intangible assets and other non-financial long-lived assets measured at fair value for impairment assessment.

The following table summarizes financial assets measured at fair value on a recurring basis as of June 30, 2025 and December 31, 2024, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value: 
(in thousands)June 30, 2025December 31, 2024
Available for Sale Securities Fair Value Measurements Using:  
Level 1: Quoted Prices in Active Markets For Identical Assets$49,615 $147,780 
Level 2: Significant Other Observable Inputs342,139 127,222 
Level 3: Significant Unobservable Inputs5,819 6,095 
Securities available for sale measured at fair value$397,573 $281,097 
 
First Guaranty's valuation methodologies may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. While the methodologies used are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value.

The change in Level 1 securities available for sale from December 31, 2024 to June 30, 2025 was due to a net decrease in Treasury bills of $98.2 million. There were no transfers between Level 2 and Level 3 from December 31, 2024 to June 30, 2025. There were no transfers between Level 1 and 2 securities available for sale from December 31, 2024 to June 30, 2025.


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The following table reconciles assets measured at fair value on a recurring basis using unobservable inputs (Level 3):
 Level 3 Changes
(in thousands)June 30, 2025
Balance, beginning of year$6,095 
Total gains or losses (realized/unrealized): 
Included in earnings 
Included in other comprehensive income51 
Purchases, sales, issuances and settlements, net(327)
Transfers in and/or out of Level 3 
Balance as of end of period$5,819 

There were no gains or losses for the period included in earnings attributable to the change in unrealized gains or losses related to assets still held as of June 30, 2025.

The following table measures financial assets and financial liabilities measured at fair value on a non-recurring basis as of June 30, 2025 and December 31, 2024, segregated by the level of valuation inputs within the fair value hierarchy utilized to measure fair value: 

(in thousands)At June 30, 2025At December 31, 2024
Fair Value Measurements Using: Loans Individually Evaluated for Impairment  
Level 1: Quoted Prices in Active Markets For Identical Assets$ $ 
Level 2: Significant Other Observable Inputs  
Level 3: Significant Unobservable Inputs73,019 50,449 
Loans individually evaluated for impairment measured at fair value$73,019 $50,449 
Fair Value Measurements Using: Other Real Estate Owned  
Level 1: Quoted Prices in Active Markets For Identical Assets$ $ 
Level 2: Significant Other Observable Inputs7,657 319 
Level 3: Significant Unobservable Inputs  
Other real estate owned measured at fair value$7,657 $319 

ASC 825-10 provides First Guaranty with an option to report selected financial assets and liabilities at fair value. The fair value option established by this statement permits First Guaranty to choose to measure eligible items at fair value at specified election dates and report unrealized gains and losses on items for which the fair value option has been elected in earnings at each reporting date subsequent to implementation.
 
First Guaranty has chosen not to elect the fair value option for any items that are not already required to be measured at fair value in accordance with accounting principles generally accepted in the United States.
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Note 12. Financial Instruments
 
Fair value estimates are generally subjective in nature and are dependent upon a number of significant assumptions associated with each instrument or group of similar instruments, including estimates of discount rates, risks associated with specific financial instruments, estimates of future cash flows and relevant available market information. Fair value information is intended to represent an estimate of an amount at which a financial instrument could be exchanged in a current transaction between a willing buyer and seller engaging in an exchange transaction. However, since there are no established trading markets for a significant portion of First Guaranty's financial instruments, First Guaranty may not be able to immediately settle financial instruments; as such, the fair values are not necessarily indicative of the amounts that could be realized through immediate settlement. In addition, the majority of the financial instruments, such as loans and deposits, are held to maturity and are realized or paid according to the contractual agreement with the customer.
 
Quoted market prices are used to estimate fair values when available. However, due to the nature of the financial instruments, in many instances quoted market prices are not available. Accordingly, estimated fair values have been estimated based on other valuation techniques, such as discounting estimated future cash flows using a rate commensurate with the risks involved or other acceptable methods. Fair values are estimated without regard to any premium or discount that may result from concentrations of ownership of financial instruments, possible income tax ramifications or estimated transaction costs. The fair value estimates are subjective in nature and involve matters of significant judgment and, therefore, cannot be determined with precision. Fair values are also estimated at a specific point in time and are based on interest rates and other assumptions at that date. As events change the assumptions underlying these estimates, the fair values of financial instruments will change.
 
Disclosure of fair values is not required for certain items such as lease financing, investments accounted for under the equity method of accounting, obligations of pension and other postretirement benefits, premises and equipment, other real estate, prepaid expenses, the value of long-term relationships with depositors (core deposit intangibles) and other customer relationships, other intangible assets and income tax assets and liabilities. Fair value estimates are presented for existing on- and off-balance sheet financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. In addition, the tax ramifications related to the realization of the unrealized gains and losses have not been considered in the estimates. Accordingly, the aggregate fair value amounts presented do not purport to represent and should not be considered representative of the underlying market or franchise value of First Guaranty.
 
Because the standard permits many alternative calculation techniques and because numerous assumptions have been used to estimate the fair values, reasonable comparison of the fair value information with other financial institutions' fair value information cannot necessarily be made. The methods and assumptions used to estimate the fair values of financial instruments are as follows:
 
Cash and due from banks, interest-bearing deposits with banks, federal funds sold and federal funds purchased.
 
These items are generally short-term and the carrying amounts reported in the consolidated balance sheets are a reasonable estimation of the fair values. Cash and due from bank for the purposes of the Consolidated Statements of Cash Flows include cash on hand, balances due from banks: which includes non-interest and interest-bearing accounts, and federal funds sold, all of which mature within ninety days.
 
Investment Securities.
 
Fair values are principally based on quoted market prices. If quoted market prices are not available, fair values are based on quoted market prices of comparable instruments or the use of discounted cash flow analyses.
 
Loans Held for Sale.
 
Fair values of mortgage loans held for sale are based on commitments on hand from investors or prevailing market prices. These loans are classified within level 3 of the fair value hierarchy.
 
Loans, net.
 
Market values are computed present values using net present value formulas. The present value is the sum of the present value of all projected cash flows on an item at a specified discount rate. The discount rate is set as an appropriate rate index, plus or minus an appropriate spread. These loans are classified within level 3 of the fair value hierarchy.
 
Loan individually evaluated for impairment.

Fair value is measured by either the fair value of the collateral if the loan is collateral dependent (Level 2 or Level 3), or the present value of expected future cash flows, discounted at the loan's effective interest rate (Level 3). Fair value of the collateral is determined by appraisals or by independent valuation.

Accrued interest receivable.
 
The carrying amount of accrued interest receivable approximates its fair value.
 
Deposits.
 
The fair value of customer deposits, excluding certificates of deposit, is the amount payable on demand. Market values of certificates of deposit are actually computed present values using net present value formulas. The present value is the sum of the present value of all projected cash flows on an item at a
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specified discount rate. The discount rate is set as an appropriate rate index, plus or minus an appropriate spread. Deposits are classified within level 3 of the fair value hierarchy.

 Accrued interest payable.
 
The carrying amount of accrued interest payable approximates its fair value.
 
Borrowings.
 
The carrying amount of federal funds purchased and other short-term borrowings approximate their fair values. The fair value of First Guaranty's long-term borrowings is computed using net present value formulas. The present value is the sum of the present value of all projected cash flows on an item at a specified discount rate. The discount rate is set as an appropriate rate index, plus or minus an appropriate spread. Borrowings are classified within level 3 of the fair value hierarchy.
 
The carrying amounts and estimated fair values of financial instruments at June 30, 2025 were as follows:

Fair Value Measurements at June 30, 2025 Using
(in thousands)Carrying AmountLevel 1Level 2Level 3Total
Assets
Cash and due from banks$714,313 $714,313 $ $ $714,313 
Federal funds sold557 557   557 
Securities, available for sale397,573 49,615 342,139 5,819 397,573 
Securities, held for maturity322,149  260,080  260,080 
Loans held for sale     
Loans, net2,351,634   2,316,332 2,316,332 
Accrued interest receivable13,305   13,305 13,305 
Liabilities
Deposits$3,481,338 $ $ $3,488,045 3,488,045 
Repurchase agreements7,117   7,134 7,134 
Accrued interest payable19,498   19,498 19,498 
Long-term advances from Federal Home Loan Bank135,000   136,225 136,225 
Senior long-term debt14,186   14,266 14,266 
Junior subordinated debentures29,775   29,775 29,775 


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The carrying amounts and estimated fair values of financial instruments at December 31, 2024 were as follows:

Fair Value Measurements at December 31, 2024 Using
(in thousands)Carrying AmountLevel 1Level 2Level 3Total
Assets
Cash and due from banks$563,778 $563,778 $ $ $563,778 
Federal funds sold430 430   430 
Securities, available for sale281,097 147,780 127,222 6,095 281,097 
Securities, held for maturity321,622  251,458  251,458 
Loans, net2,658,969   2,508,440 2,508,440 
Accrued interest receivable14,850   14,850 14,850 
Liabilities
Deposits$3,476,260 $ $ $3,475,411 3,475,411 
Repurchase agreements7,009   7,005 7,005 
Accrued interest payable20,437   20,437 20,437 
Long-term advances from Federal Home Loan Bank135,000   134,977 134,977 
Senior long-term debt15,169   15,274 15,274 
Junior subordinated debentures44,745   45,000 45,000 

There is no material difference between the contract amount and the estimated fair value of off-balance sheet items that are primarily comprised of short-term unfunded loan commitments that are generally at market prices.

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Note 13. Segment Reporting

First Guaranty is engaged in a single line of business as a financial institution, which provides a full range of banking, financial and trust services to state, county and local government entities and individuals and small and commercial businesses. First Guaranty has identified its President and Chief Executive Officer as the chief operating decision maker (“CODM”), who uses consolidated net income (see Consolidated Statements of Income) to determine how resources should be allocated and manage First Guaranty. First Guaranty’s operations constitute a single operating segment and therefore, a single reportable segment, because the CODM manages the business activities using information of First Guaranty as a whole. The accounting policies used to measure the profit and loss of the segment are the same as those described in the summary of significant accounting policies described in Note 1 included in Form 10-K for the year ended December 31, 2024. First Guaranty’s most significant reported source of income and expense are interest income and interest expense (see Consolidated Statements of Income). The remaining significant segment income and expenses are described in the Consolidated Statements of Income.
 
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
 
The following discussion of First Guaranty's financial condition and results of operations is intended to highlight the significant factors affecting First Guaranty's financial condition and results of operations presented in the consolidated financial statements included in this Form 10-Q. This discussion is designed to provide readers with a more comprehensive view of the operating results and financial position than would be obtained from reading the consolidated financial statements alone. Reference should be made to those statements for an understanding of the following review and analysis. The financial data at June 30, 2025 and for the three and six months ended June 30, 2025 and 2024 have been derived from unaudited consolidated financial statements and include, in the opinion of management, all adjustments (consisting of normal recurring accruals and provisions) necessary to present fairly First Guaranty's financial position and results of operations for such periods.
 
Special Note Regarding Forward-Looking Statements
 
Congress passed the Private Securities Litigation Act of 1995 in an effort to encourage corporations to provide information about a company's anticipated future financial performance. This act provides a safe harbor for such disclosure, which protects us from unwarranted litigation, if actual results are different from management expectations. This discussion and analysis contains forward-looking statements and reflects management's current views and estimates of future economic circumstances, industry conditions, company performance and financial results. The words "may," "should," "expect," "anticipate," "intend," "plan," "continue," "believe," "seek," "estimate" and similar expressions are intended to identify forward-looking statements. These forward-looking statements are subject to a number of factors and uncertainties, including, changes in general economic conditions, either nationally or in our market areas, that are worse than expected; competition among depository and other financial institutions; inflation and changes in the interest rate environment that reduce our margins or reduce the fair value of financial instruments; adverse changes in the securities markets; changes in laws or government regulations or policies affecting financial institutions, including changes in regulatory fees and capital requirements; our ability to enter new markets successfully and capitalize on growth opportunities; our ability to successfully integrate acquired entities; changes in consumer spending, borrowing and savings habits; changes in accounting policies and practices, as may be adopted by the bank regulatory agencies, the Financial Accounting Standards Board, the Securities and Exchange Commission and the Public Company Accounting Oversight Board; changes in our organization, compensation and benefit plans; changes in our financial condition or results of operations that reduce capital available to pay dividends; increases in our provision for credit losses and changes in the financial condition or future prospects of issuers of securities that we own, which could cause our actual results and experience to differ from the anticipated results and expectations, expressed in such forward-looking statements. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.


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Second Quarter and Six Months Ended June 30, 2025, Financial Overview
 
First Guaranty Bancshares is a Louisiana corporation and a financial holding company headquartered in Hammond, Louisiana. Our wholly-owned subsidiary, First Guaranty Bank, a Louisiana-chartered commercial bank, provides personalized commercial banking services primarily to Louisiana and Texas customers through 31 banking facilities primarily located in the MSAs of Hammond, Baton Rouge, Lafayette, Shreveport-Bossier City, Lake Charles and Alexandria, Louisiana and Dallas-Fort Worth-Arlington, Waco, Texas and Mideast markets in Kentucky and West Virginia. We emphasize personal relationships and localized decision making to ensure that products and services are matched to customer needs. We compete for business principally on the basis of personal service to customers, customer access to officers and directors and competitive interest rates and fees.
 
Financial highlights for the second quarter and six months ended June 30, 2025 are as follows:

First Guaranty continued with its business strategy to reduce risk in the loan portfolio during the second quarter of 2025. Non-performing assets were reduced by $6.8 million as compared to March 31, 2025. This was primarily accomplished through a successful workout structure associated with a previous commercial real estate loan on non-accrual collateralized by an assisted living center loan located in Alabama. Additionally, in July 2025 First Guaranty sold an $8.8 million non-accrual loan secured by a shopping center located in the Mid-West. First Guaranty’s largest OREO property, a $7.4 million land development loan in Texas, is under a sales agreement with an anticipated sale in the fourth quarter of 2025.

First Guaranty recorded a provision to the credit allowance of $16.6 million for the second quarter of 2025. The primary driver for the provision was related to specific reserves on individually evaluated loans and increased reserves due to the recent loan portfolio trends. First Guaranty’s allowance for credit losses was 2.44% of total loans as of June 30, 2025. Subsequent to the filing of First Guaranty’s press release on July 31, 2025 First Guaranty made an additional provision of $1.9 million to the credit allowance. The additional provision was associated with two loans that were individually evaluated for impairment.

First Guaranty continued with its expense reduction plans in the second quarter of 2025. Noninterest expense totaled $17.3 million in the second quarter of 2025, a decline of $0.8 million compared to the first quarter of 2025. The decline was primarily due to reduced personnel expense and reduced professional fees as the bank did not sell any loans in the second quarter. Comparing the second quarter of 2025 with the second quarter of 2024, First Guaranty reduced noninterest expense by $3.3 million. This translates into an annual run rate savings of approximately $13.4 million which is line with First Guaranty’s strategic plans previously announced in the second quarter of 2024.

First Guaranty loan balances declined to $2.41 billion at June 30, 2025 compared to $2.51 billion at March 31, 2025, $2.69 billion at December 31, 2024, and $2.77 billion at September 30, 2024. The reduction in loan balances occurred due to participations, payoffs, write offs, loan sales and loan amortization. The continued reduction was part of First Guaranty’s strategy to reduce loan concentration risk particularly related to commercial real estate loans. Total real estate secured loans declined to $1.94 billion at June 30, 2025 compared to $2.02 billion at March 31, 2025, $2.14 billion at December 31, 2024 and $2.16 billion at September 30, 2024. First Guaranty’s unfunded loan commitments for commercial real estate construction declined to $35 million at June 30, 2025 compared to $58 million at March 31, 2025, $72 million at December 31, 2024 and $108 million at September 30, 2024. First Guaranty anticipates continuing to reduce commercial real estate secured loans in 2025.

Total assets decreased $3.1 million and were $4.0 billion at June 30, 2025 to December 31, 2024. Total loans at June 30, 2025 were $2.4 billion, a decrease of $283.3 million, or 10.5%, compared with December 31, 2024. Total deposits were $3.5 billion at June 30, 2025, a decrease of $5.1 million, or 0.1%, compared with December 31, 2024. Retained earnings were $58.1 million at June 30, 2025, a decrease of $14.9 million compared to $73.0 million at December 31, 2024. Shareholders' equity was $263.1 million and $255.0 million at June 30, 2025 and December 31, 2024, respectively.

Net (loss) income for the three months ended June 30, 2025 and 2024 was $(7.3) million and $7.2 million respectively, a decrease of $14.5 million. Net (loss) income for the six months ended June 30, 2025 and 2024 was $(13.5) million and $9.5 million, respectively, a decrease of $23.0 million. The provision for credit losses was the primary driver for the loss as net interest income and noninterest income were stable for the quarter and noninterest expense declined. Net (loss) income for the three and six months ended June 30, 2025 decreased by $1.5 million subsequent to the filing of First Guaranty's press release on July 31, 2025 as a result of the additional provision for credit losses noted above.

(Loss) earnings per common share were $(0.61) and $0.53 for the three months ended June 30, 2025 and 2024, respectively. Total weighted average shares outstanding were 12,910,785 and 12,504,717 for the three months ended June 30, 2025 and 2024, respectively. (Loss) earnings per common share were $(1.15) and $0.67 for the six months ended June 30, 2025 and 2024, respectively. Total weighted average shares outstanding were 12,709,905 and 12,497,313 for the six months ended June 30, 2025 and 2024, respectively. The change in shares was primarily due to the conversion of $15.0 million in subordinated debt for common stock and the issuance of 358,680 shares of common stock under private placement during the second quarter of 2025.

The allowance for credit losses was $58.9 million or 2.44% of total loans at June 30, 2025 compared to $34.8 million or 1.29% at December 31, 2024.

Net interest income for the three months ended June 30, 2025 was $22.2 million compared to $21.2 million for the three months ended June 30, 2024. Net interest income for the six months ended June 30, 2025 was $44.5 million compared to $43.2 million for the six months ended June 30, 2024.

The provision for credit losses for the three months ended June 30, 2025 was $16.6 million compared to $6.8 million for the three months ended June 30, 2024. The provision for credit losses for the six months ended June 30, 2025 was $31.2 million compared to $9.1 million for the six months ended June 30, 2024.

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Charge-offs were $1.1 million during the three months ended June 30, 2025 and $8.8 million during the same period in 2024. Recoveries totaled $0.2 million during the three months ended June 30, 2025 and $0.3 million during the same period in 2024. Charge-offs were $8.0 million during the six months ended June 30, 2025 and $11.1 million during the same period in 2024. Recoveries totaled $0.4 million during the six months ended June 30, 2025 and $0.5 million during the same period in 2024.

First Guaranty had $7.7 million of other real estate owned as of June 30, 2025 compared to $0.3 million at December 31, 2024. $7.4 million of other real estate owned as of June 30, 2025 is comprised of a land development project that is under contract to be sold in the fourth quarter of 2025.

The net interest margin for the three months ended June 30, 2025 was 2.34% which was a decrease of 14 basis points from the net interest margin of 2.48% for the same period in 2024. The net interest margin for the six months ended June 30, 2025 was 2.35% which was a decrease of 18 basis points from the net interest margin of 2.53% for the same period in 2024. Loans as a percentage of average interest earning assets decreased to 66.5% at June 30, 2025 compared to 81.1% at June 30, 2024.

Investment securities net of the allowance for credit losses totaled $719.7 million at June 30, 2025, an increase of $117.0 million when compared to $602.7 million at December 31, 2024. At June 30, 2025, available for sale securities, at fair value, totaled $397.6 million, an increase of $116.5 million when compared to $281.1 million at December 31, 2024. At June 30, 2025, held to maturity securities, at amortized cost and net of the allowance for credit losses totaled $322.1 million, an increase of $0.5 million when compared to $321.6 million at December 31, 2024. The allowance for credit losses for HTM securities was $0.2 million at June 30, 2025 and December 31, 2024.

Total loans net of unearned income were $2.4 billion at June 30, 2025, a net decrease of $283.3 million from December 31, 2024. Total loans net of unearned income are reduced by the allowance for credit losses which totaled $58.9 million at June 30, 2025 and $34.8 million at December 31, 2024, respectively.

Nonaccrual loans increased $10.7 million to $119.2 million at June 30, 2025 compared to $108.5 million at December 31, 2024. Nonaccrual loans decreased $14.2 million when compared to March 31, 2025.

At June 30, 2025, the largest 6 non-performing loan relationships comprise 75% of total non-performing loans. Additional details on the non-performing relationships are as follows:
1.A $27.5 million loan relationship secured by an independent living center located in Louisiana; the loan was placed on nonaccrual in the fourth quarter of 2024.
2.A $25.9 million loan relationship secured by a multifamily apartment complex located in Texas; the loan was placed on nonaccrual in the fourth quarter of 2024.
3.A $15.6 million loan relationship secured by an assisted living center located in Louisiana; the loan was placed on nonaccrual in the second quarter of 2025.
4.A $8.8 million loan relationship was placed on nonaccrual at June 30, 2024. The loan relationship originally totaled $37.0 million and was secured by five retail shopping center properties located in the Midwest. First Guaranty initiated liquidation of the collateral with two properties sold in the fourth quarter of 2024 and two properties sold in the first quarter of 2025. The proceeds, net of charge-offs, reduced the balance to $8.8 million at June 30, 2025. This loan was subsequently sold and paid off in full during July 2025.
5.A $6.7 million loan relationship secured by a multifamily apartment complex located in Texas; the loan was placed on nonaccrual in the second quarter of 2025.
6.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.

First Guaranty charged off $1.1 million in loan balances during the second quarter of 2025. The details of the $1.1 million in charged-off loans were as follows:
1.First Guaranty charged off $0.2 million in consumer loans during the second quarter of 2025. The consumer loan charge offs included $0.1 million in credit card loans, $0.1 million of loans secured by automobiles or equipment, and $0.1 million in unsecured loans.
2.First Guaranty charged off $0.3 million on a commercial and industrial loan during the second quarter of 2025. This relationship had no remaining principal balance as of June 30, 2025.
3.First Guaranty charged off $0.2 million on a commercial lease loan relationship during the second quarter of 2025. This relationship had a remaining principal balance of $1.2 million as of June 30, 2025.
4.Smaller loans and overdrawn deposit accounts comprised the remaining $0.4 million of charge-offs for the second quarter of 2025.

Noninterest expense totaled $17.3 million for the second quarter of 2025, $18.0 million for the first quarter of 2025, $17.9 million for the fourth quarter of 2024, $19.7 million for the third quarter of 2024, and $20.6 million for the second quarter of 2024. Full time equivalent employees totaled 360 at June 30, 2025. Full time equivalent employees totaled 380 at March 31, 2025, 399 at December 31, 2024, and 495 at June 30, 2024.

Return on average assets for the three months ended June 30, 2025 and 2024 was (0.75)% and 0.81%, respectively. Return on average assets for the six months ended June 30, 2025 and 2024 was (0.69)% and 0.54%, respectively. Return on average common equity for the three months ended June 30, 2025 and 2024 was (14.33)% and 12.16%, respectively. Return on average common equity for the six months ended June 30, 2025 and 2024 was (13.31)% and 7.66% 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 $15.21 as of June 30, 2025 compared to $17.75 as of December 31, 2024. The decrease was due primarily to the decrease in retained earnings and recent issuance of new shares, partially offset by changes in accumulated other comprehensive income ("AOCI").
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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 sold 161,760 shares of its common stock in a private placement to directors and officers of First Guaranty and First Guaranty Bank at a price of $8.10 per share. The proceeds from the private placement will be used for general corporate purposes.

First Guaranty issued 1,981,506 shares of its common stock in exchange for $15.0 million of subordinated debt and the payment of interest thereon. The subordinated debt was previously held by Edgar R. Smith, III, a director of First Guaranty Bancshares.

First Guaranty issued an aggregate of 88,482 shares of its common stock to Smith & Tate Investment, LLC. 36,060 shares of common stock were issued as payment of interest on senior debt held by Smith & Tate Investment, LLC, and 52,422 shares of common stock were issued as payment of interest due on $30.0 million of subordinated debt held by Smith & Tate Investment, LLC. Smith & Tate Investment, LLC is a company controlled by Edgar R. Smith, III, a director of First Guaranty Bancshares.

First Guaranty's Board of Directors declared cash dividends of $0.01 and $0.16 per common share in the second quarter of 2025 and 2024. The reduction in the common stock dividend payment was done in order to increase capital as part of First Guaranty’s new business strategy announced in the third quarter of 2024. First Guaranty has paid 128 consecutive quarterly dividends as of June 30, 2025.

First Guaranty paid preferred stock dividends of $1.2 million during the first six months of 2025 and 2024.

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Financial Condition
 
Changes in Financial Condition from December 31, 2024 to June 30, 2025
 
Assets
 
Total assets at June 30, 2025 were $4.0 billion, a decrease of $3.1 million from December 31, 2024. Assets decreased primarily due to a decrease in net loans of $307.3 million partially offset by increases in cash and cash equivalents of $150.7 million and investment securities of $117.0 million at June 30, 2025 compared to December 31, 2024.
 
Loans
 
Net loans decreased $307.3 million, or 11.6%, to $2.4 billion at June 30, 2025 from December 31, 2024. Non-farm non-residential loan balances decreased $107.3 million due to the sale of loans and paydowns. Construction and land development loans decreased $61.2 million principally due to the sale of loans and the conversion of existing loans to permanent financing. Commercial lease loan balances decreased $61.0 million primarily due to paydowns on the existing lease portfolio. First Guaranty's commercial lease portfolio generally has higher yields than commercial real estate loans but shorter average lives. Multifamily loans decreased $20.3 million primarily due to paydowns. Commercial and industrial loans decreased $19.4 million primarily due to paydowns. One-to-four family residential loans decreased $9.9 million primarily due to paydowns. Farmland loans decreased $3.7 million primarily due to seasonal activity. Consumer and other loans decreased $4.0 million primarily due to paydowns. Agricultural loans increased $2.1 million due to seasonal activity. First Guaranty had approximately 3.7% of funded and 1.6% of unfunded commitments in our loan portfolio to businesses engaged in support or service activities for oil and gas operations. First Guaranty's hotel and hospitality portfolio totaled $164.3 million at June 30, 2025. As part of the management of risks in our loan portfolio, First Guaranty had previously established an internal guidance limit of approximately $200.0 million for its hotel and hospitality portfolio. First Guaranty had $311.1 million in loans related to our Texas markets at June 30, 2025 compared to $407.1 million at December 31, 2024. First Guaranty had $330.9 million in loans related to our Mideast markets in Kentucky and West Virginia at June 30, 2025 compared to $335.5 million at December 31, 2024. Syndicated loans at June 30, 2025 were $52.7 million, of which $24.2 million were shared national credits. Syndicated loans decreased $1.2 million from $53.9 million at December 31, 2024.

As of June 30, 2025, 80.1% of our loan portfolio was secured by real estate. The largest portion of our loan portfolio, at 43.5% as of June 30, 2025, was non-farm non-residential loans secured by real estate. Approximately 55.3% of the loan portfolio was based on a floating rate tied to the prime rate, Secured Overnight Financing Rate ("SOFR"), or Treasury rates as of June 30, 2025. 46.2% of the loan portfolio is scheduled to mature within five years from June 30, 2025.

Commercial real estate (“CRE”) has received increased regulatory scrutiny in recent quarters due to valuation concerns associated with the increase in market interest rates and the impact of the COVID-19 pandemic. First Guaranty has utilized enhanced risk management practices for CRE concentration analysis for several years. First Guaranty Bank’s credit department conducts an annual stress test for CRE related loans that is presented to the Bank’s board of directors. The stress test analyzes the impact of changes in interest rates and cash flow on loan customers with credit exposures of $2.5 million or greater. First Guaranty generally requires personal guarantees on CRE loans. First Guaranty generally approves CRE loans with loan-to-values of 80% or less. First Guaranty also generally requires for construction related CRE loans that the borrower provides their equity contribution upfront before loan funds are advanced. First Guaranty modified its business strategy in 2024 to reduce exposure to commercial real estate related loans, particularly loans secured by non-owner occupied properties and construction loans for commercial real estate. First Guaranty continued this strategy in 2025.

First Guaranty has diversified its CRE portfolio across both industries and geographic location. The following is a summary of the largest CRE related loans associated with hotel and motels, office properties, apartment complexes, healthcare related properties, and properties under construction as of June 30, 2025. First Guaranty generally does not finance multi-story office buildings in major metropolitan areas. The largest CRE loan secured by a hotel or motel totaled $19.7 million. The property is a flagged hotel located in Texas. The largest CRE loan secured by an office related property totaled $21.1 million and is located in West Virginia. The largest CRE loan secured by an apartment complex totaled $40.9 million and is located in Louisiana. The largest healthcare related loan is a $27.5 million property secured by an independent living center located in Louisiana. This healthcare loan is in non-accrual status. The largest CRE loan under construction totaled $32.0 million for an apartment complex and is secured by a property located in Texas.

The increase in classified assets at June 30, 2025 as compared to December 31, 2024 was due to a $91.7 million increase in substandard loans. The increase in substandard loans was primarily the result of downgrades during the first quarter of 2025 of two non-farm non-residential loan relationships totaling $15.6 million and $14.1 million, from pass to substandard status, one construction and land development loan totaling $16.1 million, from special mention to substandard, and one commercial loan relationship totaling $11.1 million, from pass to substandard. Additionally, the downgrade of one non-farm non-residential loan totaling $13.6 million, from pass to substandard, during the second quarter of 2025. Special mention loans increased by $60.9 million in 2025. The increase in special mention loans was primarily the result of downgrade of two non-farm non-residential loan relationships, with balances of $26.4 million and $19.9 million, during the first quarter of 2025, and the downgrade of one construction and land development loan relationship totaling $11.0 million, during the second quarter of 2025, all from pass to special mention status.

Net loans are reduced by the allowance for credit losses which totaled $58.9 million at June 30, 2025 and $34.8 million at December 31, 2024. Loan charge-offs were $8.0 million during the first six months of 2025 and $11.1 million during the same period in 2024. Recoveries totaled $0.4 million during the first six months of 2025 and $0.5 million during the same period in 2024. The provision for credit losses totaled $31.2 million for the first six months of 2025 and $9.1 million for the same period in 2024. See Note 4 of the Notes to Consolidated Financial Statements for more information on loans and Note 5 for more information on the allowance for credit losses.


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Investment Securities
 
Investment securities net of the allowance for credit losses at June 30, 2025 totaled $719.7 million, an increase of $117.0 million compared to $602.7 million at December 31, 2024. The portfolio consists of both available for sale (AFS) and held to maturity securities (HTM). The securities designated as held to maturity are agency and corporate debt securities that are part of First Guaranty’s investment strategy and public funds collateralization program. We purchase securities for our investment portfolio to provide a source of liquidity, to provide an appropriate return on funds invested, to manage interest rate risk and meet pledging requirements for public funds and borrowings.
 
The securities portfolio consisted principally of U.S. Government and Government agency securities, agency mortgage-backed securities, U.S. Government mortgage-backed securities, corporate debt securities and municipal bonds. U.S. government agencies consist of FHLB, Federal Farm Credit Bank ("FFCB"), Freddie Mac and Fannie Mae obligations. Mortgage-backed securities that we purchase are issued by Freddie Mac, Fannie Mae, or the U.S Government (GNMA). Management monitors the securities portfolio for both credit and interest rate risk. We generally limit the purchase of corporate securities to individual issuers to manage concentration and credit risk. Corporate securities generally have a maturity of 10 years or less. U.S. Government securities consist of U.S. Treasury securities that have maturities of less than two years. Government agency securities generally have maturities of 15 years or less. Agency and Government mortgage-backed securities generally stated final maturities of 15 to 20 years.

Our available for sale securities portfolio totaled $397.6 million at June 30, 2025, an increase of $116.5 million, or 41.4%, compared to $281.1 million at December 31, 2024. The increase was primarily due to the purchase of collateralized mortgage obligations and mortgage-backed securities. In the second quarter of 2025, First Guaranty has primarily purchased U.S. Government securities and U.S. Government mortgage-backed and collateralized mortgage obligations.
 
Our held to maturity securities portfolio net of the allowance for credit losses totaled $322.1 million at June 30, 2025, an increase of $0.5 million, or 0.2%, compared to $321.6 million at December 31, 2024.
 
At June 30, 2025, $50.7 million, or 7.0%, of the securities portfolio was scheduled to mature in less than one year. $29.0 million, or 4.0%, of the securities portfolio, not including collateralized mortgage obligations and mortgage-backed securities, were scheduled to mature between one and five years. The majority of these securities were corporate bonds. $136.5 million, or 19.0%, of the securities portfolio, not including collateralized mortgage obligations and mortgage-backed securities, were scheduled to mature between five and ten years. Securities, not including collateralized mortgage obligations and mortgage-backed securities, with contractual maturity dates over 10 years totaled $182.3 million, or 25.3%, of the total securities portfolio at June 30, 2025. The average maturity of the securities portfolio is affected by call options that may be exercised by the issuer of the securities and are influenced by market interest rates. Prepayments of mortgages that collateralize mortgage-backed securities also affect the maturity of the securities portfolio. Based on internal forecasts as of June 30, 2025, management believes that the securities portfolio has a forecasted weighted average life of approximately 7.01 years based on the current interest rate environment. The portfolio had an estimated effective duration of 5.24 years at June 30, 2025.
 
There were no credit related impairment of available for sale securities during the six months ended June 30, 2025 or 2024. The allowance for credit losses for held to maturity securities was $0.2 million at June 30, 2025 and December 31, 2024.

Nonperforming Assets
 
Nonperforming assets consist of nonperforming loans and other real estate owned. Nonperforming loans are those on which the accrual of interest has stopped or loans which are contractually 90 days past due on which interest continues to accrue. Loans are ordinarily placed on nonaccrual status when principal and interest is delinquent for 90 days or more. However, management may elect to continue the accrual when the asset is well secured and in the process of collection. It is our policy to discontinue the accrual of interest income on any loan for which we have reasonable doubt as to the payment of interest or principal. When a loan is placed on nonaccrual status, unpaid interest credited to income is reversed. Nonaccrual loans are returned to accrual status when the financial position of the borrower indicates there is no longer any reasonable doubt as to the payment of principal or interest and a reasonable payment performance period is observed (generally considered six months or longer). Other real estate owned consists of property acquired through formal foreclosure, in-substance foreclosure or by deed in lieu of foreclosure.

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The table below sets forth the amounts and categories of our nonperforming assets at the dates indicated. 
(in thousands)June 30, 2025December 31, 2024
Nonaccrual loans:  
Real Estate:  
Construction and land development$1,766 $3,624 
Farmland1,785 2,619 
1- 4 family11,866 10,053 
Multifamily34,668 27,542 
Non-farm non-residential59,668 54,171 
Total Real Estate109,753 98,009 
Non-Real Estate:  
Agricultural1,782 1,992 
Commercial and industrial5,567 6,762 
Commercial leases1,961 1,533 
Consumer and other116 233 
Total Non-Real Estate9,426 10,520 
Total nonaccrual loans119,179 108,529 
Loans 90 days and greater delinquent & accruing:  
Real Estate:  
Construction and land development— 7,394 
Farmland— — 
1- 4 family— — 
Multifamily— — 
Non-farm non-residential284 4,108 
Total Real Estate284 11,502 
Non-Real Estate:  
Agricultural— — 
Commercial and industrial— — 
Commercial leases— — 
Consumer and other— — 
Total Non-Real Estate  
Total loans 90 days and greater delinquent & accruing284 11,502 
Total nonperforming loans119,463 120,031 
Real Estate Owned:  
Construction and land development7,384 
Farmland— — 
1- 4 family192 226 
Multifamily— — 
Non-farm non-residential81 90 
Total Real Estate Owned7,657 319 
Total nonperforming assets$127,120 $120,350 
Nonperforming assets to total loans5.27 %4.47 %
Nonperforming assets to total assets3.20 %3.03 %
Nonperforming loans to total loans4.96 %4.46 %
Nonaccrual loans to total loans4.94 %4.03 %
Allowance for credit losses to nonaccrual loans49.40 %32.08 %
Net loan charge-offs to average loans0.60 %0.64 %

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At June 30, 2025, nonperforming assets totaled $127.1 million, or 3.20% of total assets, compared to $120.4 million, or 3.03%, of total assets at December 31, 2024, which represented an increase of $6.8 million, or 5.6%. The increase in nonperforming assets occurred primarily due to an increase in nonaccrual loans and other real estate, partially offset by a decrease in loans 90 days greater delinquent. Nonperforming loans included loans previously classified as purchase credit deteriorated following the adoption of CECL.

Nonaccrual loans increased from $108.5 million at December 31, 2024 to $119.2 million at June 30, 2025. Nonaccrual loans included $3.5 million in loans with a government guarantee. These are structured as net loss guarantees in which up to 90% of loss exposure is covered.
 
At June 30, 2025, loans 90 days or greater delinquent and still accruing totaled $0.3 million, a decrease of $11.2 million compared to $11.5 million at December 31, 2024. The decrease in loans 90 days or greater delinquent and still accruing was attributed to moving those loans to nonaccrual, and was concentrated primarily in non-farm non-residential and construction and land development loans.

Other real estate owned totaled $7.7 million at June 30, 2025, an increase of $7.3 million compared to $0.3 million at December 31, 2024. $7.4 million of other real estate owned as of June 30, 2025 is comprised of a land development project that is under contract to be sold in the fourth quarter of 2025.

At June 30, 2025, the largest 6 non-performing loan relationships comprise 75% of total non-performing loans. Additional details on the non-performing relationships are as follows:
1.A $27.5 million loan relationship secured by an independent living center located in Louisiana; the loan was placed on nonaccrual in the fourth quarter of 2024.
2.A $25.9 million loan relationship secured by a multifamily apartment complex located in Texas; the loan was placed on nonaccrual in the fourth quarter of 2024.
3.A $15.6 million loan relationship secured by an assisted living center located in Louisiana; the loan was placed on nonaccrual in the second quarter of 2025.
4.A $8.8 million loan relationship was placed on nonaccrual at June 30, 2024. The loan relationship originally totaled $37.0 million and was secured by five retail shopping center properties located in the Midwest. First Guaranty initiated liquidation of the collateral with two properties sold in the fourth quarter of 2024 and two properties sold in the first quarter of 2025. The proceeds, net of charge-offs, reduced the balance to $8.8 million at June 30, 2025. This loan was subsequently sold and paid off in full during July 2025.
5.A $6.7 million loan relationship secured by a multifamily apartment complex located in Texas; the loan was placed on nonaccrual in the second quarter of 2025.
6.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.



 

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Allowance for Credit Losses

First Guaranty adopted FASB ASC Topic 326 “Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments” Update No. 2016-13 (“ASU 2016-13”). ASU 2016-13 on January 1, 2023. ASU 2016-13, referred to as the Current Expected Credit Loss (“CECL”) standard, requires financial assets measured on an amortized cost basis, including loans and held-to-maturity debt securities, to be presented at an amount net of an allowance for credit losses, which reflects expected losses for the full life of the financial asset. Unfunded lending commitments are also within the scope of this topic. Under prior GAAP losses were not recognized until the occurrence of the loss was probable.
 
The allowance for credit losses on loans is maintained to absorb potential losses in the loan portfolio. The allowance is increased by the provision for loan losses, offset by recoveries of previously charged-off loans and is decreased by loan charge-offs. The provision is a charge to current expense to provide for current expected loan losses and to maintain the allowance commensurate with management's evaluation of the risks inherent in the loan portfolio. Various factors are taken into consideration when determining the amount of the provision and the adequacy of the allowance. These factors include but are not limited to:
 
past due and nonperforming assets;

specific internal analysis of loans requiring special attention;

the current level of regulatory classified and criticized assets and the associated risk factors with each;

changes in underwriting standards or lending procedures and policies;

charge-off and recovery practices;

national and local economic and business conditions;

nature and volume of loans;

overall portfolio quality;

adequacy of loan collateral;

quality of loan review system and degree of oversight by our board of directors;

competition and legal and regulatory requirements on borrowers;

examinations of the loan portfolio by federal and state regulatory agencies and examinations; and

review by our internal loan review department and independent accountants.
 
The data collected from all sources in determining the adequacy of the allowance is evaluated on a regular basis by management with regard to current national and local economic trends, prior loss history, underlying collateral values, credit concentrations and industry risks. An estimate of potential loss on specific loans is developed in conjunction with an overall risk evaluation of the total loan portfolio. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as new information becomes available. 

The allowance consists of specific, general, and unallocated components. The specific component relates to loans that are classified as doubtful, substandard, or collateral dependent. For such loans that are also classified as collateral dependent, an allowance is established when the collateral value is lower than the carrying value of that loan. The general component covers non-classified loans and special mention loans and is based on historical loss experience for the past three years adjusted for qualitative factors described above. An unallocated component is maintained to cover uncertainties that could affect the estimate of probable losses.
 
The balance in the allowance for credit losses is principally influenced by the provision for loan losses, recoveries, and by net loan loss experience. Additions to the allowance are charged to the provision for credit losses. Losses are charged to the allowance as incurred and recoveries on losses previously charged to the allowance are credited to the allowance at the time recovery is collected.
 
The allowance for credit losses on loans was $58.9 million, or 2.44% of total loans, and 49.3% of nonperforming loans at June 30, 2025.

Comparing June 30, 2025 to December 31, 2024, there were changes within the specific components of the allowance balance.

A provision for credit losses of $31.2 million was made during the six months ended June 30, 2025 and $9.1 million for the same period in 2024. The $31.2 million provision made in 2025 included a $0.5 million negative provision for credit losses related to unfunded commitments. First Guaranty's unfunded commitments declined during the first six months of 2025 which resulted in a reduced liability. The provisions made were taken to provide for current credit losses and to maintain the allowance proportionate to risks inherent in the loan portfolio.


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The loan portfolio factors in the first six months of 2025 that primarily affected the allocation of the allowance included the following:

Construction and land development loans decreased during the first six months of 2025 due to the sale of loans. The allowance decrease was due primarily to charge-offs of the portfolio.

One-to-four family residential loans decreased $9.9 million during the first six months of 2025. The allowance increase related to this portfolio was due to changes in the qualitative analysis of the portfolio, and a $0.9 million increase in the allowance for loan individually evaluated.

Multifamily loans decreased $20.3 million during the first six months of 2025. The allowance increase related to this portfolio was due to changes in the qualitative analysis of the portfolio, and a $3.3 million increase in the allowance for loan individually evaluated.

Non-farm non-residential loans decreased by $107.3 million during the first six months of 2025. The allowance increase related to this portfolio was due to changes in the qualitative analysis of the portfolio related to economic conditions, and a $8.9 million increase in the allowance for loans individually evaluated.

Commercial and industrial loans decreased $19.4 million during the first six months of 2025. The allowance increase related to this portfolio was due to changes in the qualitative analysis of the portfolio, and a $3.5 million increase in the allowance for loans individually evaluated.

Commercial leases decreased $61.0 million during the first six months of 2025. The allowance increase related to this portfolio was due to changes in the qualitative analysis of the portfolio.

Consumer and other loans decreased $4.0 million during the first six months of 2025. The decrease in the related loan loss allowance balance was due primarily to charge-offs and qualitative analysis of the portfolio.

First Guaranty charged off $8.0 million in loan balances during the first six months of 2025. The details of the $8.0 million in charged-off loans were as follows:

1.First Guaranty charged off $0.6 million in consumer loans during the first six months of 2025. The consumer loan charge offs included $0.1 million in credit card loans, $0.2 million of loans secured by automobiles or equipment, and $0.3 million in unsecured loans.
2.First Guaranty charged off $4.9 million on a construction and land development loan that was subsequently sold during the first quarter of 2025. This relationship had no remaining principal balance as of June 30, 2025.
3.First Guaranty charged off $0.9 million on a construction and land development loan that was subsequently sold during the first quarter of 2025. This relationship had no remaining principal balance as of June 30, 2025.
4.First Guaranty charged off $0.3 million on a commercial and industrial loan during the second quarter of 2025. This relationship had no remaining principal balance as of June 30, 2025.
5.First Guaranty charged off $0.2 million on a commercial lease loan relationship during the second quarter of 2025. This relationship had a remaining principal balance of $1.2 million as of June 30, 2025.
6.Smaller loans and overdrawn deposit accounts comprised the remaining $1.1 million of charge-offs for the first six months of 2025.


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Other information related to the allowance for credit losses is as follows: 

(in thousands)Six Months Ended
June 30, 2025
Six Months Ended
June 30, 2024
Loans:  
Average outstanding balance$2,541,990 $2,784,384 
Balance at end of period$2,410,505 $2,833,350 
Allowance for Credit Losses:
Balance at beginning of year$34,811 $30,926 
Charge-offs(8,017)(11,052)
Recoveries409 504 
Provision31,668 9,909 
Balance at end of period$58,871 $30,287 

Deposits
 
Managing the mix and pricing the maturities of deposit liabilities is an important factor affecting our ability to maximize our net interest margin. The strategies used to manage interest-bearing deposit liabilities are designed to adjust as the interest rate environment changes. We regularly assess our funding needs, deposit pricing and interest rate outlooks. From December 31, 2024 to June 30, 2025, total deposits increased $5.1 million, or 0.1%, to $3.5 billion. Noninterest-bearing demand deposits increased $38.2 million, or 9.5%, to $442.3 million at June 30, 2025. The increase in noninterest-bearing demand deposits was primarily concentrated in business noninterest-bearing demand deposits. The majority of the increase in business noninterest-bearing demand deposits was associated with seasonal activity that increased at the end of June 30, 2025. Interest-bearing demand deposits increased $15.9 million, or 1.1%, to $1.4 billion at June 30, 2025. The increase in interest-bearing demand deposits was primarily concentrated in public funds interest-bearing demand deposits that have seasonal fluctuations. Savings deposits increased $12.7 million, or 5.4%, to $247.1 million at June 30, 2025, primarily related to increases in business and individual savings deposits. Time deposits decreased $61.7 million, or 4.3%, to $1.4 billion at June 30, 2025, primarily due to decreases in brokered time deposits.

Management will continue to evaluate and update our product mix and related technology in its efforts to attract additional customers. We currently offer a number of deposit products that are competitively priced and designed to attract and retain customers with primary emphasis on noninterest-bearing deposits, select time deposits and other lower cost deposits.

As of June 30, 2025, the aggregate amount of outstanding certificates of deposit in amounts greater than $250,000 was approximately $191.7 million. At June 30, 2025, approximately $21.7 million of First Guaranty's certificates of deposit greater than $250,000 had a remaining term greater than one year.

The total amount of our uninsured deposits (deposits in excess of $250,000, as calculated in accordance with FDIC regulations) was estimated at $263.4 million at June 30, 2025. This total excludes public funds deposits that are collateralized by securities or FHLB letters of credit. The amount of uninsured deposits including collateralized public funds deposits was estimated at $838.6 million at June 30, 2025.
 
The following table sets forth the distribution of our time deposit accounts. 

(in thousands)June 30, 2025
Time deposits of less than $100,000$855,032 
Time deposits of $100,000 through $250,000342,230 
Time deposits of more than $250,000191,729 
Total Time Deposits$1,388,991 

The following table sets forth the maturity of the time deposits greater than $250,000 at June 30, 2025.
 
(in thousands)June 30, 2025
Three months or less$43,191 
Three to six months62,092 
Six months to one year64,738 
One to three years6,386 
More than three years15,322 
Total Time Deposits greater than $250,000$191,729 


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Public funds deposits totaled $1.1 billion at June 30, 2025 and $1.0 billion at December 31, 2024. Public funds time deposits totaled $69.6 million at June 30, 2025 compared to $78.4 million at December 31, 2024. Public funds deposits increased due to seasonal fluctuations. First Guaranty has developed a program for the retention and management of public funds deposits. Since the end of 2012, First Guaranty has maintained public funds deposits in excess of $400.0 million. These deposits are from public entities such as school districts, hospital districts, sheriff departments and municipalities. The majority of these funds are under fiscal agency agreements with terms of three years or less. Deposits under fiscal agency agreements are generally stable but public entities may maintain the ability to negotiate term deposits on a specific basis including with other financial institutions. These deposits generally have stable balances as we maintain both operating accounts and time deposits for these entities. There is a seasonal component to public deposit levels associated with annual tax collections. Public funds will increase at the end of the year and during the first quarter. In addition to seasonal fluctuations, there are monthly fluctuations associated with internal payroll and short-term tax collection accounts for our public funds deposit accounts. Public funds deposit accounts are collateralized by FHLB letters of credit, by expanded reciprocal deposit insurance programs, by Louisiana municipal bonds and by eligible government and government agency securities such as those issued by the FHLB, FFCB, Fannie Mae, and Freddie Mac. First Guaranty continues to grow the proportion of its public funds portfolio that is collateralized by reciprocal deposit insurance as an alternative to pledging securities or utilizing FHLB letters of credit. First Guaranty initiated this strategy to invest these deposits more efficiently in higher yielding loans to improve the net interest margin and earnings. Total public funds collateralized by reciprocal deposit insurance programs decreased to $514.7 million at June 30, 2025 compared to $609.4 million at December 31, 2024.

The following table sets forth public funds as a percent of total deposits.

(in thousands except for %)June 30, 2025December 31, 2024
Public Funds:  
Noninterest-bearing Demand$4,721 $4,385 
Interest-bearing Demand981,771 915,067 
Savings50,863 48,925 
Time69,551 78,420 
Total Public Funds$1,106,906 $1,046,797 
Total Deposits$3,481,338 $3,476,260 
Total Public Funds as a percent of Total Deposits31.8 %30.1 %

Borrowings
 
First Guaranty maintains borrowing relationships with other financial institutions as well as the Federal Home Loan Bank on a short and long-term basis to meet liquidity needs. First Guaranty had $7.1 million in short-term borrowings outstanding at June 30, 2025 compared to $7.0 million at December 31, 2024. The short-term borrowings at June 30, 2025 were comprised of repurchase agreements of $7.1 million. The short-term borrowings outstanding at December 31, 2024 were comprised of repurchase agreements of $7.0 million.

First Guaranty had long-term borrowings from the FHLB that totaled $135.0 million at June 30, 2025 and December 31, 2024. First Guaranty converted previous short-term floating rate borrowings from the FHLB into long-term lower fixed rate borrowings in order to reduce interest expense. First Guaranty has a $100.0 million FHLB advance that matures in the second quarter of 2027, and a $35.0 million FHLB advance that matures in the third quarter of 2027.

First Guaranty had senior long-term debt totaling $14.2 million as of June 30, 2025 and $15.2 million at December 31, 2024.
 
First Guaranty had subordinated debt totaling $29.8 million at June 30, 2025 and $44.7 million at December 31, 2024.

First Guaranty had $450.4 million in Federal Home Loan Bank letters of credit as of June 30, 2025 compared to $455.7 million at December 31, 2024. Federal Home Loan Bank letters of credit are obtained primarily for collateralizing public deposits.

Total Shareholders' Equity
 
Total shareholders' equity increased to $263.1 million at June 30, 2025 from $255.0 million at December 31, 2024. The increase in shareholders' equity was principally the result of an increase of $17.7 million in surplus, a decrease of $2.7 million in accumulated other comprehensive loss, and an increase of $2.6 million in common stock, offset by a decrease of $14.9 million in retained earnings. The $17.7 million increase in surplus and $2.6 million increase in common stock was primarily due to the conversion of $15.0 million in subordinated debt and the issuance of common stock under private placement during the first six months of 2025. The decrease in accumulated other comprehensive loss was primarily attributed to the decrease in unrealized losses on available for sale securities during the six months ended June 30, 2025. The $14.9 million decrease in retained earnings was primarily due to net loss of $13.5 million during the six months ended June 30, 2025, $0.3 million in cash dividends paid on shares of our common stock and $1.2 million in cash dividends paid on shares of our preferred stock.
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Results of Operations for the Second Quarter Ended June 30, 2025 and 2024
 
Performance Summary

Three months ended June 30, 2025 compared to the three months ended June 30, 2024. Net loss for the three months ended June 30, 2025 was $7.3 million, a decrease of $14.5 million, from net income of $7.2 million for the three months ended June 30, 2024. The decrease in net income for the three months ended June 30, 2025 as compared to the prior year period was primarily the result of the provision to the credit allowance and a decrease in noninterest income. The increase in the provision for credit losses was related to changes within the portfolio, loan sales and charge-offs experienced in the second quarter. The decrease in noninterest income was related to the decrease of net gains on sale of assets related to the sale-leaseback transaction from the prior year. This was partially offset by an increase in interest income, a decrease in interest expense, and a decrease in noninterest expense. Loan interest income decreased primarily due to the decrease in First Guaranty's loan portfolio. Securities interest income increased due to an increase in the average balance and average yield of the investment portfolio. Noninterest expense decreased primarily due to decreased personnel expenses and legal and professional fees. Loss per common share for the three months ended June 30, 2025 was $(0.61) per common share, a decrease of $1.14 per common share from $0.53 per common share for the three months ended June 30, 2024.

Six months ended June 30, 2025 compared to the six months ended June 30, 2024. Net loss for the six months ended June 30, 2025 was $13.5 million, a decrease of $23.0 million, from net income of $9.5 million for the six months ended June 30, 2024. The decrease in net income for the six months ended June 30, 2025 as compared to the prior year period was primarily the result of the provision to the credit allowance and a decrease in noninterest income. The increase in the provision for credit losses was related to changes within the portfolio, loan sales and charge-offs experienced in 2025. The decrease in noninterest income was related to the decrease of net gains on sale of assets related to the sale-leaseback transaction from the prior year. This was partially offset by an increase in interest income and a decrease in noninterest expense. Loan interest income decreased primarily due to the decrease in First Guaranty's loan portfolio. Securities interest income increased due to an increase in the average balance and average yield of the investment portfolio. Noninterest expense decreased primarily due to decreased personnel expenses and legal and professional fees. Loss per common share for the six months ended June 30, 2025 was $(1.15) per common share, a decrease of $1.82 per common share from $0.67 per common share for the six months ended June 30, 2024.


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Net Interest Income
 
Our operating results depend primarily on our net interest income, which is the difference between interest income earned on interest-earning assets, including loans and securities, and interest expense incurred on interest-bearing liabilities, including deposits and other borrowed funds. Interest rate fluctuations, as well as changes in the amount and type of interest-earning assets and interest-bearing liabilities, combine to affect net interest income. First Guaranty’s assets and liabilities are generally most affected by changes in the Federal Funds rate, SOFR rate, short term Treasury rates such as one month and three month Treasury bills, and longer term Treasury rates such as the U.S. ten year Treasury rate. Our net interest income is affected by changes in the amount and mix of interest-earning assets and interest-bearing liabilities. There may also be a time lag in the effect of interest rate changes on assets and liabilities. It is also affected by changes in yields earned on interest-earning assets and rates paid on interest-bearing deposits and other borrowed funds.
 
A financial institution's asset and liability structure is substantially different from that of a non-financial company, in that virtually all assets and liabilities are monetary in nature. Accordingly, changes in interest rates may have a significant impact on a financial institution's performance. The impact of interest rate changes depends on the sensitivity to the change of our interest-earning assets and interest-bearing liabilities. The effects of the changing interest rate environment in recent periods and our interest sensitivity position is discussed below.

Three months ended June 30, 2025 compared to the three months ended June 30, 2024. Net interest income for the three months ended June 30, 2025 and 2024 was $22.2 million and $21.2 million, respectively. The increase in net interest income for the three months ended June 30, 2025 as compared to the prior year period was primarily due to an increase in the average balance of our total interest-earning assets and a decrease in the average rate of our total interest-bearing liabilities, partially offset by a decrease in the average yield of our total interest-earning assets and an increase in the average balance of our total interest-bearing liabilities. For the three months ended June 30, 2025, the average balance of our total interest-earning assets increased by $358.2 million to $3.8 billion due to growth in the securities portfolio and an increase in interest-earning deposits with banks. The average yield of our interest-earning assets decreased by 53 basis points to 5.72% for the three months ended June 30, 2025 from 6.25% for the three months ended June 30, 2024 primarily due to a lower yield on interest-earning deposits with banks. For the three months ended June 30, 2025, the average balance of our total interest-bearing liabilities increased by $342.7 million to $3.2 billion primarily due to growth in interest-bearing deposits. The average rate of our total interest-bearing liabilities decreased by 53 basis points to 4.00% for the three months ended June 30, 2025 from 4.53% for the three months ended June 30, 2024. The primary source of the decrease in liabilities cost was associated with the repricing of interest bearing demand deposits for public funds that are primarily indexed to Treasury rates. As a result, our net interest rate spread remained flat at 1.72% for the three months ended June 30, 2025 and 2024. Our net interest margin decreased 14 basis points to 2.34% for the three months ended June 30, 2025 from 2.48% for the three months ended June 30, 2024.

Six months ended June 30, 2025 compared to the six months ended June 30, 2024. Net interest income for the six months ended June 30, 2025 and 2024 was $44.5 million and $43.2 million, respectively. The increase in net interest income for the six months ended June 30, 2025 as compared to the prior year period was primarily due to an increase in the average balance of our total interest-earning assets and a decrease in the average rate of our total interest-bearing liabilities, partially offset by a decrease in the average yield of our total interest-earning assets and an increase in the average balance of our total interest-bearing liabilities. For the six months ended June 30, 2025, the average balance of our total interest-earning assets increased by $388.0 million to $3.8 billion due to growth in the securities portfolio and an increase in interest-earning deposits with banks. The average yield of our interest-earning assets decreased by 50 basis points to 5.74% for the six months ended June 30, 2025 from 6.24% for the six months ended June 30, 2024 primarily due to a lower yield on interest-earning deposits with banks. For the six months ended June 30, 2025, the average balance of our total interest-bearing liabilities increased by $376.7 million to $3.2 billion primarily due to growth in interest-bearing deposits. The average rate of our total interest-bearing liabilities decreased by 45 basis points to 4.01% for the six months ended June 30, 2025 from 4.46% for the six months ended June 30, 2024. The primary source of the decrease in liabilities cost was associated with the repricing of interest bearing demand deposits for public funds that are primarily indexed to Treasury rates. As a result, our net interest rate spread decreased 5 basis points to 1.73% for the six months ended June 30, 2025 from 1.78% for the six months ended June 30, 2024. Our net interest margin decreased 18 basis points to 2.35% for the six months ended June 30, 2025 from 2.53% for the six months ended June 30, 2024.


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Interest Income

Three months ended June 30, 2025 compared to the three months ended June 30, 2024. Interest income increased $0.7 million, or 1.2%, to $54.3 million for the three months ended June 30, 2025 as compared to the prior year period. These factors contributed to the increase in interest income as the average balance of our total interest-earning assets, primarily associated with securities and interest-earning deposits with banks, increased, partially offset by the decrease in the average yield of interest-earning assets. The average balance of our interest-earning assets increased $358.2 million to $3.8 billion for the three months ended June 30, 2025 as compared to the same period in the prior year. The average yield of interest-earning assets decreased by 53 basis points to 5.72% for the three months ended June 30, 2025 compared to 6.25% for the three months ended June 30, 2024.

Interest income on securities increased $3.3 million to $5.8 million for the three months ended June 30, 2025 as compared to the prior year period primarily as a result of an increase in average balance and average yield of securities. The average balance of securities increased $300.2 million to $671.1 million for the three months ended June 30, 2025 from $370.9 million for the three months ended June 30, 2024 primarily due to a increase in the average balance of our U.S. Treasuries, mortgage-backed securities, and collateralized mortgage obligations securities portfolio compared to the prior year. The average yield on securities increased 78 basis points to 3.46% for the three months ended June 30, 2025 compared to 2.68% for the three months ended June 30, 2024 due to the increase in higher yielding securities.

Interest income on loans decreased $6.5 million or 13.8%, to $41.0 million for the three months ended June 30, 2025 as compared to the prior year period as a result of a decrease in the average balance and average yield of loans. The average balance of loans (excluding loans held for sale) decreased by $347.3 million to $2.5 billion for the three months ended June 30, 2025 from $2.8 billion for the three months ended June 30, 2024 largely as a result of loan sales and payoffs on the portfolio. The average yield on loans (excluding loans held for sale) decreased by 12 basis points to 6.69% for the three months ended June 30, 2025 from 6.81% for the three months ended June 30, 2024.

Interest income on interest-earning deposits with banks increased $3.9 million to $7.5 million for the three months ended June 30, 2025 as compared to the prior year period as a result of an increase in the average balance of interest-bearing deposits with banks. The average balance of interest-bearing deposits with banks increased $405.3 million to $676.5 million for the three months ended June 30, 2025 from $271.1 million for the three months ended June 30, 2024. This was partially offset by a decrease in the yield on interest-earning deposits of 93 basis points.

Six months ended June 30, 2025 compared to the six months ended June 30, 2024. Interest income increased $2.2 million, or 2.1%, to $108.8 million for the six months ended June 30, 2025 as compared to the prior year period. These factors contributed to the increase in interest income as the average balance of our total interest-earning assets, primarily associated with securities and interest-earning deposits with banks, increased, partially offset by the decrease in the average yield of interest-earning assets. The average balance of our interest-earning assets increased $388.0 million to $3.8 billion for the six months ended June 30, 2025 as compared to the same period in the prior year. The average yield of interest-earning assets decreased by 50 basis points to 5.74% for the six months ended June 30, 2025 compared to 6.24% for the six months ended June 30, 2024.

Interest income on securities increased $6.3 million to $11.3 million for the six months ended June 30, 2025 as compared to the prior year period primarily as a result of an increase in average balance and average yield of securities. The average balance of securities increased $282.8 million to $664.4 million for the six months ended June 30, 2025 from $381.6 million for the six months ended June 30, 2024 primarily due to a increase in the average balance of our U.S. Treasuries, mortgage-backed securities, and collateralized mortgage obligations securities portfolio compared to the prior year. The average yield on securities increased 80 basis points to 3.43% for the six months ended June 30, 2025 compared to 2.63% for the six months ended June 30, 2024 due to the increase in higher yielding securities.

Interest income on loans decreased $10.5 million or 11.1%, to $84.0 million for the six months ended June 30, 2025 as compared to the prior year period as a result of a decrease in the average balance and average yield of loans. The average balance of loans (excluding loans held for sale) decreased by $242.4 million to $2.5 billion for the six months ended June 30, 2025 from $2.8 billion for the six months ended June 30, 2024 largely as a result of loan sales and payoffs on the portfolio. The average yield on loans (excluding loans held for sale) decreased by 16 basis points to 6.66% for the six months ended June 30, 2025 from 6.82% for the six months ended June 30, 2024. Nonaccrual loans were $119.2 million at June 30, 2025 compared to $108.5 million at December 31, 2024.

Interest income on interest-earning deposits with banks increased $6.4 million to $13.5 million for the six months ended June 30, 2025 as compared to the prior year period as a result of an increase in the average balance of interest-bearing deposits with banks. The average balance of interest-bearing deposits with banks increased $345.8 million to $612.3 million for the six months ended June 30, 2025 from $266.5 million for the six months ended June 30, 2024. This was partially offset by a decrease in the yield on interest-earning deposits of 91 basis points.


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Interest Expense

Three months ended June 30, 2025 compared to the three months ended June 30, 2024. Interest expense decreased $0.3 million, or 1.0%, to $32.1 million for the three months ended June 30, 2025 from $32.4 million for the three months ended June 30, 2024 due primarily to a decrease on the average rate of interest- bearing deposits offset by an increase in the average balance of interest-bearing liabilities. The average rate of interest-bearing demand deposits was 3.73% for the three months ended June 30, 2025 and 4.52% for the three months ended June 30, 2024. The decrease in market interest rates, particularly U.S. Treasury rates, contributed to the decrease in rates paid on interest-bearing demand deposits. The largest concentration of interest-bearing demand deposits is associated with public funds deposits that are primarily indexed to Treasury rates. The average rate of time deposits decreased 41 basis points during the three months ended June 30, 2025 to 4.33% as compared to the prior year period. The decrease in the average rate of time deposits was due to changes in market rates as existing time deposits repriced. The average balance of interest-bearing liabilities increased by $342.7 million during the three months ended June 30, 2025 to $3.2 billion as compared to the prior year period. This increase was a result of a $12.4 million increase in the average balance of savings deposits, a $520.4 million increase in the average balance of time deposits, offset by a $151.9 million decrease in the average balance of interest-bearing demand deposits and a $38.3 million decrease in the average balance of borrowings.

Six months ended June 30, 2025 compared to the six months ended June 30, 2024. Interest expense increased $0.9 million, or 1.5%, to $64.3 million for the six months ended June 30, 2025 from $63.4 million for the six months ended June 30, 2024 due primarily to an increase in the average balance of interest-bearing liabilities, partially offset by a decrease on the average rate of interest-bearing deposits. The average balance of interest-bearing liabilities increased by $376.7 million during the six months ended June 30, 2025 to $3.2 billion as compared to the prior year period. This increase was a result of a $12.7 million increase in the average balance of savings deposits, a $555.6 million increase in the average balance of time deposits, partially offset by a $159.4 million decrease in the average balance of interest-bearing demand deposits and a $32.2 million decrease in the average balance of borrowings. The average rate of interest-bearing demand deposits was 3.67% for the six months ended June 30, 2025 and 4.47% for the six months ended June 30, 2024. The decrease in market interest rates, particularly U.S. Treasury rates, contributed to the decrease in rates paid on interest-bearing demand deposits. The largest concentration of interest-bearing demand deposits is associated with public funds deposits that are primarily indexed to Treasury rates. The average rate of time deposits decreased 24 basis points during the six months ended June 30, 2025 to 4.40% as compared to the prior year period. The decrease in the average rate of time deposits was due to changes in market rates as existing time deposits repriced.

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The following tables set forth average balance sheets, average yields and costs, and certain other information for the periods indicated. No tax-equivalent yield adjustments were made, as the effect thereof was not material. All average balances are daily average balances. Non-accrual loans were included in the computation of average balances but have been reflected in the tables as loans carrying a zero yield. The yields set forth below include the effect of deferred fees, discounts and premiums that are amortized or accreted to interest income or expense.

The net interest income yield shown below in the average balance sheet is calculated by dividing net interest income by average interest-earning assets and is a measure of the efficiency of the earnings from balance sheet activities. It is affected by changes in the difference between interest on interest-earning assets and interest-bearing liabilities and the percentage of interest-earning assets funded by interest-bearing liabilities. 

Three Months Ended June 30, 2025Three Months Ended June 30, 2024
(in thousands except for %)Average BalanceInterestYield/Rate (5)Average BalanceInterestYield/Rate (5)
Assets
Interest-earning assets:
Interest-earning deposits with banks$676,456 $7,511 4.45 %$271,113 $3,626 5.38 %
Securities (including FHLB stock)671,090 5,797 3.46 %370,926 2,473 2.68 %
Federal funds sold573 — — %627 — — %
Loans held for sale— — — %— — — %
Loans, net of unearned income(6)2,459,978 41,013 6.69 %2,807,234 47,552 6.81 %
Total interest-earning assets3,808,097 $54,321 5.72 %3,449,900 $53,651 6.25 %
Noninterest-earning assets:
Cash and due from banks20,676 20,264 
Premises and equipment, net66,172 70,790 
Other assets22,876 30,854 
Total Assets$3,917,821 $3,571,808 
Liabilities and Shareholders' Equity
Interest-bearing liabilities:
Demand deposits$1,367,486 $12,708 3.73 %$1,519,363 $17,059 4.52 %
Savings deposits243,589 1,336 2.20 %231,166 1,327 2.31 %
Time deposits1,406,320 15,196 4.33 %885,871 10,446 4.74 %
Borrowings200,862 2,841 5.67 %239,114 3,577 6.02 %
Total interest-bearing liabilities3,218,257 $32,081 4.00 %2,875,514 $32,409 4.53 %
Noninterest-bearing liabilities:
Demand deposits406,409 420,957 
Other39,427 23,342 
Total Liabilities3,664,093 3,319,813 
Shareholders' equity253,728 251,995 
Total Liabilities and Shareholders' Equity$3,917,821 $3,571,808 
Net interest income$22,240 $21,242 
Net interest rate spread (1)1.72 %1.72 %
Net interest-earning assets (2)$589,840 $574,386 
Net interest margin (3), (4)2.34 %2.48 %
Average interest-earning assets to interest-bearing liabilities118.33 %119.98 %
(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 2.35% and 2.47% for the above periods ended June 30, 2025 and 2024, 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, 2025 and 2024, respectively.
(5)Annualized.
(6)Includes loan fees of $1.2 million and $2.0 million for the three months ended June 30, 2025 and 2024, respectively.

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Six Months Ended June 30, 2025Six Months Ended June 30, 2024
(in thousands except for %)Average BalanceInterestYield/Rate (5)Average BalanceInterestYield/Rate (5)
Assets
Interest-earning assets:
Interest-earning deposits with banks$612,331 $13,510 4.45 %$266,547 $7,102 5.36 %
Securities (including FHLB stock)664,386 11,292 3.43 %381,570 4,987 2.63 %
Federal funds sold523 — — %478 — — %
Loans held for sale1,705 — — %— — — %
Loans, net of unearned income(6)2,541,990 83,982 6.66 %2,784,384 94,470 6.82 %
Total interest-earning assets3,820,935 $108,784 5.74 %3,432,979 $106,559 6.24 %
Noninterest-earning assets:
Cash and due from banks20,517 19,650 
Premises and equipment, net66,550 70,445 
Other assets26,847 29,345 
Total Assets$3,934,849 $3,552,419 
Liabilities and Shareholders' Equity
Interest-bearing liabilities:
Demand deposits$1,370,630 $24,912 3.67 %$1,530,063 $34,035 4.47 %
Savings deposits240,265 2,598 2.18 %227,562 2,554 2.26 %
Time deposits1,423,912 31,086 4.40 %868,292 20,018 4.64 %
Borrowings201,441 5,725 5.73 %233,635 6,789 5.84 %
Total interest-bearing liabilities3,236,248 $64,321 4.01 %2,859,552 $63,396 4.46 %
Noninterest-bearing liabilities:
Demand deposits404,214 420,437 
Other39,679 20,258 
Total Liabilities3,680,141 3,300,247 
Shareholders' equity254,708 252,172 
Total Liabilities and Shareholders' Equity$3,934,849 $3,552,419 
Net interest income$44,463 $43,163 
Net interest rate spread (1)1.73 %1.78 %
Net interest-earning assets (2)$584,687 $573,427 
Net interest margin (3), (4)2.35 %2.53 %
Average interest-earning assets to interest-bearing liabilities118.07 %120.05 %
(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 2.35% and 2.53% for the above periods ended June 30, 2025 and 2024, 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, 2025 and 2024, respectively.
(5)Annualized.
(6)Includes loan fees of $2.8 million and $4.0 million for the six months ended June 30, 2025 and 2024, respectively.


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Provision for Credit Losses
 
A provision for credit losses is a charge to income in an amount that management believes is necessary to maintain an adequate allowance for credit losses. The allowance for loan losses is calculated under ASC 326 and is management's evaluation of expected credit losses over the life of the loans in the portfolio. The provision is based on management's regular evaluation of current economic conditions in our specific markets as well as regionally and nationally, changes in the character and size of the loan portfolio, underlying collateral values securing loans, and other factors which deserve recognition in estimating loan losses. Past events, current conditions, and reasonable forecasts, along with quantitative and qualitative adjustments, are used in calculating the allowance for credit losses. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available or as future events change.

For the three months ended June 30, 2025, the provision for credit losses was $16.6 million compared to $6.8 million for the same period in 2024. . Included in the provision for $16.6 million was a subsequent provision of $1.9 million that was made following First Guaranty’s press release dated July 31, 2025. The increase in the provision was primarily impacted by increased reserves on individually evaluated loans. The $16.6 million provision included a $0.2 million negative provision for credit losses related to unfunded commitments. Total charge-offs were $1.1 million for the three months ended June 30, 2025 and $8.8 million for the same period in 2024. Charge-offs for the three months ended June 30, 2025 were concentrated in one commercial and industrial loan, one lease loan relationship, consumer auto and equipment secured loans, and unsecured consumer loans. Partially offsetting these charge-offs were recoveries that totaled $0.2 million for the three months ended June 30, 2025 and $0.2 million for the same period in 2024.

For the six months ended June 30, 2025, the provision for credit losses was $31.2 million compared to $9.1 million for the same period in 2024. Included in the provision for $31.2 million was a subsequent provision of $1.9 million that was made following First Guaranty’s press release dated July 31, 2025. The $31.2 million provision included a $0.5 million negative provision for credit losses related to unfunded commitments. The increase in the provision was primarily impacted by increased reserves on individually evaluated loans and also due to charge-offs related to loans sold in the first quarter of 2025. Total charge-offs were $8.0 million for the six months ended June 30, 2025 and $11.1 million for the same period in 2024. Charge-offs for the six months ended June 30, 2025 were concentrated in one commercial and industrial loan, one lease loan relationship, consumer loans and two construction and land development loans, both were subsequently sold during the first quarter of 2025. Partially offsetting these charge-offs were recoveries that totaled $0.4 million for the six months ended June 30, 2025 and $0.5 million for the same period in 2024.

We believe that the allowance is adequate to cover current expected losses in the loan portfolio given the current economic conditions, and current expected net charge-offs and nonperforming asset levels. Economic uncertainty may result in additional increases to the allowance for credit losses in future periods.
There was no provision for credit losses on AFS or HTM securities in the six months ended June 30, 2025 and 2024.
Noninterest Income
 
Our primary sources of recurring noninterest income are customer service fees, ATM and debit card fees, loan fees, gains on the sales of loans and available for sale securities and other service fees. Noninterest income does not include loan origination fees which are recognized over the life of the related loan as an adjustment to yield using the interest method.

Noninterest income totaled $2.2 million for the three months ended June 30, 2025, a decrease of $13.4 million from $15.5 million for the three months ended June 30, 2024. The decrease was primarily due to a decrease in gains on the sale of assets associated with the sale-leaseback transaction during the second quarter of 2024. Service charges, commissions and fees totaled $0.8 million for the three months ended June 30, 2025 and $0.8 million for the same period in 2024. ATM and debit card fees totaled $0.8 million for the three months ended June 30, 2025 and 2024. Net securities losses were $0 for the three months ended June 30, 2025 and 2024. Net gains on the sale of loans were $0 for the three months ended June 30, 2025 and $10,000 for the same period in 2024. Net gains on the sale of assets were $0 for the three months ended June 30, 2025 compared to $13.2 million for the same period in 2024. Other noninterest income totaled $0.5 million for the three months ended June 30, 2025 and $0.7 million for the same period in 2024.

Noninterest income totaled $4.5 million for the six months ended June 30, 2025, a decrease of $13.3 million from $17.8 million for the six months ended June 30, 2024. The decrease was primarily due to a decrease in gains on the sale of assets associated with the sale-leaseback transaction during the second quarter of 2024. Service charges, commissions and fees totaled $1.7 million for the six months ended June 30, 2025 and $1.5 million for the same period in 2024. ATM and debit card fees totaled $1.5 million for the six months ended June 30, 2025 and $1.6 million for the same period in 2024. Net securities losses were $0 for the six months ended June 30, 2025 and 2024. Net gains on the sale of loans were $0 for the six months ended June 30, 2025 and $10,000 for the same period in 2024. Net gains on the sale of assets were $4,000 for the six months ended June 30, 2025 compared to $13.2 million for the same period in 2024. Other noninterest income totaled $1.3 million for the six months ended June 30, 2025 and $1.5 million for the same period in 2024.

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Noninterest Expense
 
Noninterest expense includes salaries and employee benefits, occupancy and equipment expense and other types of expenses. Noninterest expense totaled $17.3 million for the three months ended June 30, 2025 and $20.6 million for the three months ended June 30, 2024. Salaries and benefits expense totaled $7.8 million for the three months ended June 30, 2025 and $10.4 million for the three months ended June 30, 2024. Occupancy and equipment expense totaled $2.6 million for the three months ended June 30, 2025 and $2.5 million for the same period in 2024. Other noninterest expense totaled $6.8 million for the three months ended June 30, 2025 and $7.6 million for the same period in 2024.

Noninterest expense totaled $35.3 million for the six months ended June 30, 2025 and $39.5 million for the six months ended June 30, 2024. Salaries and benefits expense totaled $16.3 million for the six months ended June 30, 2025 and $20.3 million for the six months ended June 30, 2024. Occupancy and equipment expense totaled $5.2 million for the six months ended June 30, 2025 and $4.8 million for the same period in 2024. Other noninterest expense totaled $13.8 million for the six months ended June 30, 2025 and $14.4 million for the same period in 2024.

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)2025202420252024
Other noninterest expense:  
Legal and professional fees$671 $1,504 $1,759 $2,477 
Data processing349 406 686 783 
ATM fees502 394 852 813 
Marketing and public relations163 370 404 703 
Taxes - sales, capital, and franchise543 607 1,043 1,211 
Operating supplies49 105 86 206 
Software expense and amortization1,188 1,367 2,404 2,620 
Travel and lodging126 260 198 487 
Telephone104 137 195 242 
Amortization of core deposit intangibles174 174 348 348 
Donations82 108 140 183 
Net costs from other real estate and repossessions24 179 74 383 
Regulatory assessment1,609 989 3,153 1,922 
Other1,235 1,022 2,413 2,007 
Total other noninterest expense$6,819 $7,622 $13,755 $14,385 
Income Taxes
 
The amount of income tax expense is influenced by the amount of pre-tax income, the amount of tax-exempt income and the amount of other non-deductible expenses and the statutory tax rate. The benefit for income taxes for the three months ended June 30, 2025 was $2.2 million compared to a provision of $2.2 million for the same period in 2024. The provision for income taxes decreased due to a decrease in income before income taxes. First Guaranty's statutory tax rate was 21.0% for the three months ended June 30, 2025 and 2024.

The benefit for income taxes for the six months ended June 30, 2025 was $4.0 million compared to a provision of $2.8 million for the same period in 2024. The provision for income taxes decreased due to a decrease in income before income taxes. First Guaranty's statutory tax rate was 21.0% for the six months ended June 30, 2025 and 2024.











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Liquidity and Capital Resources
 
Liquidity
 
Liquidity refers to the ability or flexibility to manage future cash flows to meet the needs of depositors and borrowers and fund operations. Maintaining appropriate levels of liquidity allows us to have sufficient funds available to meet customer demand for loans, withdrawal of deposit balances and maturities of deposits and other liabilities. Liquid assets include cash and due from banks, interest-earning demand deposits with banks, federal funds sold and available for sale investment securities.

First Guaranty's cash and cash equivalents totaled $714.9 million at June 30, 2025 compared to $564.2 million at December 31, 2024. Loans maturing within one year or less at June 30, 2025 totaled $504.1 million compared to $486.0 million at December 31, 2024. At June 30, 2025, time deposits maturing within one year or less totaled $865.1 million compared to $804.1 million at December 31, 2024. Time deposits maturing after one year through three years totaled $371.6 million at June 30, 2025 compared to $489.6 million at December 31, 2024. Time deposits maturing after three years totaled $152.3 million at June 30, 2025 compared to $157.0 million at December 31, 2024. First Guaranty's held to maturity ("HTM") securities portfolio at June 30, 2025 was $322.1 million, or 44.8% of the investment portfolio, compared to $321.6 million, or 53.4% at December 31, 2024. First Guaranty's available for sale ("AFS") securities portfolio was $397.6 million, or 55.2% of the investment portfolio as of June 30, 2025 compared to $281.1 million, or 46.6% of the investment portfolio at December 31, 2024. The majority of the AFS portfolio was comprised of U.S. Treasury securities, corporate debt securities, municipal bonds, collateralized mortgage obligations and mortgage-backed securities.
 
First Guaranty maintained a net borrowing capacity at the Federal Home Loan Bank totaling $247.2 million and $339.2 million at June 30, 2025 and December 31, 2024, respectively with $135.0 million in FHLB advances outstanding at June 30, 2025 and December 31, 2024. The advances outstanding at June 30, 2025 and December 31, 2024 were comprised of two long-term advances that totaled $135.0 million. The change in borrowing capacity with the Federal Home Loan Bank was due to changes in the value that First Guaranty receives on pledged collateral and due to First Guaranty's usage of the line. First Guaranty has increasingly transitioned public funds deposits into reciprocal deposit programs for collateralization as an alternative to FHLB letters of credit. We also maintain federal funds lines of credit at various correspondent banks with borrowing capacity of $93.0 million as of June 30, 2025. We also have a discount window line with the Federal Reserve Bank that totaled $239.6 million at June 30, 2025 which was a decrease of $10.8 million compared to availability of $250.4 million at December 31, 2024. First Guaranty did not have any advances under this facility at June 30, 2025. Management believes there is sufficient liquidity to satisfy current operating needs.
 
Capital Resources
 
First Guaranty's capital position is reflected in shareholders' equity, subject to certain adjustments for regulatory purposes. Further, our capital base allows us to take advantage of business opportunities while maintaining the level of resources we deem appropriate to address business risks inherent in daily operations.

Total shareholders' equity increased to $263.1 million at June 30, 2025 from $255.0 million at December 31, 2024. The increase in shareholders' equity was principally the result of an increase of $17.7 million in surplus, a decrease of $2.7 million in accumulated other comprehensive loss, and an increase of $2.6 million in common stock, offset by a decrease of $14.9 million in retained earnings. The $17.7 million increase in surplus and $2.6 million increase in common stock was primarily due to the conversion of $15.0 million in subordinated debt and the issuance of common stock under private placement during the first six months of 2025. The decrease in accumulated other comprehensive loss was primarily attributed to the decrease in unrealized losses on available for sale securities during the six months ended June 30, 2025. The $14.9 million decrease in retained earnings was primarily due to net loss of $13.5 million during the six months ended June 30, 2025, $0.3 million in cash dividends paid on shares of our common stock and $1.2 million in cash dividends paid on shares of our preferred stock.

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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, 2025, the Bank's capital conservation buffer was 5.03% exceeding the minimum of 2.50%. As of June 30, 2025, First Guaranty's capital conservation buffer was 4.24% 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 set the new Community Bank Leverage Ratio at 9%. Pursuant to the CARES Act, the federal banking agencies set the Community Bank Leverage Ratio at 8% beginning in the second quarter of 2020 through the end of 2020. Beginning in 2021, the Community Bank Leverage Ratio increased to 8.5% for the calendar year. Community banks will have until January 1, 2022, before the Community Bank Leverage Ratio requirement will return to 9%. A financial institution can elect to be subject to this new definition. As of June 30, 2025, the Bank has not elected to follow the Community Bank Leverage Ratio.

At June 30, 2025, 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, 2025As of December 31, 2024
Tier 1 Leverage Ratio   
Bank5.00 %7.65 %7.82 %
Consolidated5.00 %6.65 %6.42 %
Tier 1 Risk-based Capital Ratio
Bank8.00 %11.78 %11.00 %
Consolidated8.00 %10.24 %9.04 %
Total Risk-based Capital Ratio
Bank10.00 %13.03 %12.11 %
Consolidated10.00 %12.67 %11.73 %
Common Equity Tier One Capital Ratio
Bank6.50 %11.78 %11.00 %
Consolidated6.50 %8.93 %7.87 %



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Item 3. Quantitative and Qualitative Disclosures about Market Risk
 
Asset/Liability Management and Market Risk
 
Our asset/liability management (ALM) process consists of quantifying, analyzing and controlling interest rate risk (IRR) to maintain reasonably stable net interest income levels under various interest rate environments. The principal objective of ALM is to maximize net interest income while operating within acceptable limits established for interest rate risk and to maintain adequate levels of liquidity.
 
The majority of our assets and liabilities are monetary in nature. Consequently, one of our most significant forms of market risk is interest rate risk, which is inherent in our lending and deposit-taking activities. Our assets, consisting primarily of loans secured by real estate and fixed rate securities in our investment portfolio, have longer maturities than our liabilities, consisting primarily of deposits. As a result, a principal part of our business strategy is to manage interest rate risk and reduce the exposure of our net interest income to changes in market interest rates. The board of directors of First Guaranty Bank has established two committees, the management asset liability committee and the board investment committee, to oversee the interest rate risk inherent in our assets and liabilities, for determining the level of risk that is appropriate given our business strategy, operating environment, capital, liquidity and performance objectives, and for managing this risk consistent with the guidelines approved by the board of directors. The management asset liability committee is comprised of senior officers of the Bank and meets as needed to review our asset liability policies and interest rate risk position. The board ALCO investment committee is comprised of certain members of the board of directors of the Bank and meets monthly. The management asset liability committee provides a monthly report to the board ALCO investment committee.
 
The need for interest sensitivity gap management is most critical in times of rapid changes in overall interest rates. First Guaranty has generally been liability sensitive. We modified our business plan in 2024 to reduce the liability sensitive nature of our balance sheet. We are working to limit our future exposure to interest rate fluctuations by creating a more balanced mix of rate sensitive assets and liabilities on a one-year time horizon and greater than one-year time horizon. We purchased amortizing mortgage backed securities in 2024 and 2025. We also purchased U.S. Treasury securities with a maturity of one year or less in 2024. Because of the significant impact on net interest margin from mismatches in repricing opportunities, we monitor the asset-liability mix periodically depending upon the management asset liability committee's assessment of current business conditions and the interest rate outlook. These strategies include, but are not limited to, frequent internal modeling of asset and liability values and behavior due to changes in interest rates. We monitor cash flow forecasts closely and evaluate the impact of both prepayments and extension risk.

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The following interest sensitivity analysis is one measurement of interest rate risk. This analysis reflects the contractual maturity characteristics of assets and liabilities over various time periods. This analysis does not factor in prepayments or interest rate floors on loans which may significantly change the report. This table includes nonaccrual loans in their respective maturity periods. The gap indicates whether more assets or liabilities are subject to repricing over a given time period. The interest sensitivity analysis at June 30, 2025 illustrated below reflects a liability-sensitive position with a negative cumulative gap on a one-year basis.
 
The interest spread and liability funding discussed below are directly related to changes in asset and liability mixes, volumes, maturities and repricing opportunities for interest-earning assets and interest-bearing liabilities. Interest-sensitive assets and liabilities are those which are subject to repricing in the near term, including both floating or adjustable rate instruments and instruments approaching maturity. The interest sensitivity gap is the difference between total interest-sensitive assets and total interest-sensitive liabilities. Interest rates on our various asset and liability categories do not respond uniformly to changing market conditions. Interest rate risk is the degree to which interest rate fluctuations in the marketplace can affect net interest income.
 
June 30, 2025
Interest Sensitivity Within
(in thousands except for %)3 Months Or LessOver 3 Months
thru 12 Months
Total One YearOver One YearTotal
Earning Assets:     
Loans (including loans held for sale)$840,475 $449,887 $1,290,362 $1,120,143 $2,410,505 
Securities (including FHLB stock)60,311 317 60,628 669,050 729,678 
Federal Funds Sold557 — 557 — 557 
Other earning assets666,127 — 666,127 — 666,127 
Total earning assets$1,567,470 $450,204 $2,017,674 $1,789,193 $3,806,867 
Source of Funds:     
Interest-bearing accounts:     
Demand deposits$1,402,960 $— $1,402,960 $— $1,402,960 
Savings deposits247,120 — 247,120 — 247,120 
Time deposits166,803 698,275 865,078 523,913 1,388,991 
Short-term borrowings— — — 7,093 7,093 
Long-term borrowings14,186 — 14,186 135,000 149,186 
Junior subordinated debt29,775 — 29,775 — 29,775 
Noninterest-bearing, net— — — 581,742 581,742 
Total source of funds$1,860,844 $698,275 $2,559,119 $1,247,748 $3,806,867 
Period gap$(293,374)$(248,071)$(541,445)$541,445  
Cumulative gap$(293,374)$(541,445)$(541,445)$—  
Cumulative gap as a percent of earning assets(7.7)%(14.2)%(14.2)%  

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Item 4. Controls and Procedures
 
Evaluation of Disclosure Controls and Procedures
 
As defined by the Securities and Exchange Commission in Exchange Act Rules 13a-15(e) and 15d-15(e), a Company's "disclosure controls and procedures" means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within time periods specified in the Commission's rules and forms. The Company maintains such controls to ensure this material information is communicated to Management, including the Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), as appropriate, to allow timely decision regarding required disclosure. Based on our evaluation, our CEO and CFO have concluded that the Company’s disclosure controls and procedures were not effective as of June 30, 2025 because of the material weakness in our internal control over financial reporting described below.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim consolidated financial statements will not be prevented or detected on a timely basis.

Notwithstanding the below identified material weakness, and notwithstanding the conclusion by our CEO and CFO that our disclosure controls and procedures as of June 30, 2025 were not effective, management believes the consolidated financial statements as included in this Quarterly Report on Form 10-Q present fairly, in all material respects, the Company's financial condition, results of operations and cash flows as of and for the periods presented in accordance with generally accepted accounting principles in the United States.

Material Weakness in Internal Control Over Financial Reporting

Management has determined that the Company did not effectively perform controls on a timely basis relating to the loan operations quality control review function for all new loans originated during the period. Management communicated the results of its assessment to the Audit Committee of the Board of Directors.

Remediation steps have been taken and implemented to address the material weakness described above through the following steps:

New leadership oversees the loan operations department;
Additional staff have been added to the quality control function; and
Enhanced monitoring processes have been instituted by the new loan department leadership.

Changes in Internal Control Over Financial Reporting

Other than as described above, there were no changes in First Guaranty's internal control over financial reporting during the last fiscal quarter in the period covered by this quarterly report that have materially affected, or are reasonably likely to materially affect, First Guaranty's internal control over financial reporting.
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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

First Guaranty is subject to various legal proceedings in the normal course of its business. First Guaranty assesses its liabilities and contingencies in connection with outstanding legal proceedings. Where it is probable that First Guaranty will incur a loss and the amount of the loss can be reasonably estimated, First Guaranty records a liability in its consolidated financial statements. First Guaranty does not record a loss if the loss is not probable, or the amount of the loss is not estimable. First Guaranty Bank is a defendant in a lawsuit alleging fault for a loss of funds by a customer related to fraud by a third party, with a possible loss range of $0.0 million to $1.5 million. The Bank denies the allegations and intends to vigorously defend against this lawsuit, which is in early stages, and no trial has been set. No accrued liability has been recorded related to this lawsuit. First Guaranty settled a case in the third quarter of 2021 for $1.1 million. A receivable for $0.9 million was recorded for recovery by a claim against First Guaranty's insurer. During the second quarter of 2024, First Guaranty received $0.5 million of the $0.9 million receivable. The remaining $0.4 million was written off. In the opinion of management, neither First Guaranty nor First Guaranty Bank is currently involved in such legal proceedings, either individually or in the aggregate, that the resolution is expected to have a material adverse effect on First Guaranty’s consolidated results of operations, financial condition, or cash flows. However, one or more unfavorable outcomes in these ordinary claims or litigation against First Guaranty or First Guaranty Bank could have a material adverse effect for the period in which they are resolved. In addition, regardless of their merits or ultimate outcomes, such matters are costly, divert management’s attention, and may materially and adversely affect the reputation of First Guaranty and First Guaranty Bank, even if resolved favorably.

Item 1A. Risk Factors

Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. You should carefully consider such risks and the other information in this Quarterly Report on Form 10-Q, any of which could materially and adversely affect the Company’s business, financial condition, results of operations and stock price.

The Company has identified a material weakness in its internal control over financial reporting.

As disclosed in “Part I - Item 4. Controls and Procedures,” of this Quarterly Report on Form 10-Q, management has identified a material weakness in First Guaranty’s internal control over financial reporting. As a result, management concluded that the Company’s internal control over financial reporting and disclosure controls and procedures were not effective as of June 30, 2025. The Company is working to remediate the material weakness. However, there can be no assurance that these remediation efforts will be successful. In addition, these remediation efforts may place a burden on management and may result in additional expenses.

First Guaranty cannot assure that additional significant deficiencies or material weaknesses in our internal control over financial reporting will not be identified in the future. Any failure to maintain or implement required new or improved controls, or any difficulties we experience in their implementation, could result in additional material weaknesses, cause us to fail to meet its periodic SEC reporting obligations or result in material misstatements to its financial statements in future periods, any of which could cause investors or customers to lose confidence in our reported financial information, a decline in the trading price of First Guaranty common stock or Series A Preferred Stock, or a delisting of the Company’s common stock from Nasdaq.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(a)On June 30, 2025, First Guaranty issued an aggregate of 2,231,748 shares of its common stock, $1.00 par value per share (the “Common Stock”), for aggregate offering proceeds of $15.1 million, pursuant to: (1) a private placement, (2) the terms of that certain Exchange Agreement, dated as of June 16, 2025, between First Guaranty and Edgar Ray Smith, III (the “Exchange Agreement”), (3) that certain Promissory Note, dated as of June 4, 2025, by and between First Guaranty Bancshares, Inc. and Smith & Tate Investment, L.L.C. (the “Promissory Note Amendment”), and (4) that certain First Amendment to the First Guaranty Bancshares, Inc. Floating Rate Subordinated Note due March 28, 2034, dated as of June 4, 2025, by and between First Guaranty and Smith & Tate Investment, L.L.C. (the “Subordinated Note Amendment”). The issuance of common stock by First Guaranty was made to “accredited investors” in reliance upon the exemptions from registration available under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D. The proceeds of the transactions listed above were used for general corporate purposes, including to support continued growth and to enhance regulatory capital ratios.

(b)Not applicable.

(c)Not applicable.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

(a)Not applicable.

(b)Not applicable.
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(c)During the six months ended June 30, 2025, no First Guaranty officer or director adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading agreement", as each term is defined in Item 408(a) of Regulation S-K.


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Item 6.     Exhibits

 The following exhibits are either filed as part of this report or are incorporated herein by reference.
 
Exhibit NumberExhibit
3.1
Restated Articles of Incorporation of First Guaranty Bancshares, Inc. (1)
3.2
Articles of Amendment to the Restated Articles of Incorporation of First Guaranty Bancshares, Inc. (2)
3.3
Articles of Amendment to the Restated Articles of Incorporation of First Guaranty Bancshares, Inc. (3).
3.4
Bylaws of First Guaranty Bancshares, Inc. (4)
3.5
Amendment to Bylaws of First Guaranty Bancshares, Inc. (5)
4.1
Form of Common Stock Certificate of First Guaranty Bancshares, Inc. (6)
4.2
Subordinated Note, dated as of June 21, 2022, by and between First Guaranty Bancshares, Inc. and Edgar Ray Smith, III. (7)
4.2
Subordinated Note, dated as of March 28, 2024, by and between First Guaranty Bancshares, Inc. and Smith & Tate Investments L.L.C. (13)
4.3
Description of Common Stock. (8)
4.4
Preferred Stock Specimen Certificate (9)
4.5
Description of Preferred Stock. (10)
4.6
Deposit Agreement, dated as of April 27, 2021, by and between First Guaranty Bancshares, Inc. and Zions Bancorporation, National Association, and the holders from time to time of the depositary receipts described herein (11)
4.7
Form of Depositary Receipt representing Depositary Shares (11)
10.1
Exchange Agreement, dated as of June 16, 2025, by and between First Guaranty Bancshares, Inc. and Edgar Ray Smith, III (14)
10.2
First Amendment to the Promissory Note, date as of June 4, 2025, by and between First Guaranty Bancshares, Inc. and Smith & Tate Investment, L.L.C. (15).
10.3
First Amendment to the First Guaranty Bancshares, Inc. Floating Rate Subordinated Note due March 28, 2034, dated as of June 4, 2025, by and between First Guaranty Bancshares, Inc. and Smith & Tate Investment, L.L.C. (16).
31.1
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.SCHXBRL Taxonomy Extension Schema.
101.CALXBRL Taxonomy Extension Calculation Linkbase.
101.DEFXBRL Taxonomy Extension Definition Linkbase.
101.PREXBRL Taxonomy Extension Presentation Linkbase.
101.LABXBRL Taxonomy Extension Label Linkbase.
101.INSXBRL Instance Document.

(1)Incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K12G3 filed by First Guaranty Bancshares, Inc. with the Securities and Exchange Commission on August 2, 2007.
(2)Incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed by First Guaranty Bancshares, Inc. with the Securities and Exchange Commission on September 23, 2011.
(3)Incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed by First Guaranty Bancshares, Inc. with the Securities and Exchange Commission on April 27, 2021.
(4)Incorporated by reference to Exhibit 3.2 of the Current Report on Form 8-K12G3 filed by First Guaranty Bancshares, Inc. with the Securities and Exchange Commission on August 2, 2007.
(5)Incorporated by reference to Exhibit 3.3 of the Current Report on Form 8-K12G3 filed by First Guaranty Bancshares, Inc. with the Securities and Exchange Commission on August 2, 2007.
(6)Incorporated by reference to Exhibit 4 of the Current Report on Form 8-K12G3 filed by First Guaranty Bancshares, Inc. with the Securities and Exchange Commission on August 2, 2007.
(7)Incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K filed by First Guaranty Bancshares, Inc. with the Securities and Exchange Commission on June 23, 2022.
(8)Incorporated by reference to Exhibit 4.3 of the Annual Report on Form 10-K filed by First Guaranty Bancshares, Inc. with the Securities and Exchange Commission on March 16, 2023.
(9)Incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K filed by First Guaranty Bancshares, Inc. with the Securities and Exchange Commission on April 27, 2021.
(10)Incorporated by reference to Exhibit 4.5 of the Annual Report on Form 10-K filed by First Guaranty Bancshares, Inc. with the Securities and Exchange Commission on March 16, 2023.
(11)Incorporated by reference to Exhibit 4.2 of the Current Report on Form 8-K filed by First Guaranty Bancshares, Inc. with the Securities and Exchange Commission on April 27, 2021.
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(12)Incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by First Guaranty Bancshares, Inc. with the Securities and Exchange Commission on July 10, 2023.
(13)Incorporated by reference to Exhibit 4.2 of the Current Report on Form 8-K filed by First Guaranty Bancshares, Inc. with the Securities and Exchange Commission on April 3, 2024.
(14)Incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by First Guaranty Bancshares, Inc. with the Securities and Exchange Commission on June 18, 2025.
(15)Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by First Guaranty Bancshares, Inc. with the Securities and Exchange Commission on June 9, 2025.
(16)Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by First Guaranty Bancshares, Inc. with the Securities and Exchange Commission on June 9, 2025.


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SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, First Guaranty has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
FIRST GUARANTY BANCSHARES, INC.
 
Date: August 18, 2025 By: /s/ Michael R. Mineer
  Michael R. Mineer
President and Chief Executive Officer
  Principal Executive Officer
   
Date: August 18, 2025 By: /s/ Eric J. Dosch
  Eric J. Dosch
Chief Financial Officer, Secretary and Treasurer
  Principal Financial Officer

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FAQ

What was First Guaranty (FGBIP) net income for Q2 2025?

First Guaranty reported a net loss of $(7.3) million for the three months ended June 30, 2025.

How large was the provision for credit losses at First Guaranty in H1 2025?

The provision for credit losses totaled $31.2 million for the six months ended June 30, 2025, including a subsequent $1.9 million addition.

What is First Guaranty's allowance for credit losses and coverage?

The allowance for credit losses was $58.9 million, representing 2.44% of total loans and covering 49.3% of nonperforming loans as of June 30, 2025.

Did First Guaranty raise capital in Q2 2025?

Yes. The company issued common stock converting $15.0 million of subordinated debt and completed a private placement, resulting in proceeds of approximately $15.1 million and issuance of 2,231,748 shares on June 30, 2025.

What internal control issues did First Guaranty disclose?

Management identified a material weakness in controls over the loan operations quality control review for new loans and has implemented remediation steps including new leadership and staffing.

How did First Guaranty change its loan portfolio strategy?

The bank continued a strategy to reduce loan and CRE concentration, resulting in declining loan balances from $2.77B (Sept 30, 2024) to $2.41B (June 30, 2025) and lower unfunded CRE commitments.
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