What changed in First Guaranty Bancshares, Inc.'s 2024 10-K compared to 2023?

Across the narrative sections we track, First Guaranty Bancshares, Inc. (FGBI) added 488 paragraphs, removed 493, and edited 399 between the 2023 and 2024 10-K filings. The biggest movers are Item 1A. Risk Factors (+488/−493).

Did First Guaranty Bancshares, Inc. add new Risk Factors in the 2024 10-K?

Yes — Item 1A Risk Factors shows 488 new/edited paragraphs and 493 removed paragraphs versus the 2023 10-K.

Where does this FGBI 10-K diff come from?

The source filings are First Guaranty Bancshares, Inc.'s official 2023 and 2024 Form 10-K annual reports from SEC EDGAR. 10q10k.net parses each filing, aligns paragraphs by section (Item 1, 1A, 1C, 2, 3, 7, 7A), and highlights every added, removed and edited sentence side-by-side.

FGBI 10-K Diff 2023 vs 2024 — First Guaranty Bancshares, Inc. Risk Factors & MD&A Changes

Biggest changeSee the tables below for more detail on nonaccrual loans. -87- The following is a summary of nonaccrual loans by class at the dates indicated: As of December 31, 2023 (in thousands) With Related Allowance Without Related Allowance Total Real Estate: Construction & land development $ 530 $ — $ 530 Farmland 511 325 836 1 - 4 family 5,417 1,568 6,985 Multifamily — 537 537 Non-farm non-residential 8,730 1,010 9,740 Total Real Estate 15,188 3,440 18,628 Non-Real Estate: Agricultural 399 970 1,369 Commercial and industrial 1,581 — 1,581 Commercial leases — 1,799 1,799 Consumer and other 1,810 — 1,810 Total Non-Real Estate 3,790 2,769 6,559 Total Nonaccrual Loans $ 18,978 $ 6,209 $ 25,187 (in thousands) As of December 31, 2022 Real Estate: Construction & land development $ 225 Farmland 290 1- 4 family 3,826 Multifamily — Non-farm non-residential 3,746 Total Real Estate 8,087 Non-Real Estate: Agricultural 1,622 Commercial and industrial 819 Commercial leases 1,799 Consumer and other 1,239 Total Non-Real Estate 5,479 Total Nonaccrual Loans $ 13,566 -88- The following table presents First Guaranty's loan portfolio by credit quality classification and origination year as of the date indicated: As of December 31, 2023 Term Loans by Origination Year (in thousands) 2023 2022 2021 2020 2019 Prior Revolving Loans Total Real Estate: Construction & land development: Pass $ 134,527 $ 140,068 $ 75,884 $ 3,369 $ 8,533 11,940 $ 18,907 $ 393,228 Special Mention 789 1,579 170 — 90 250 — 2,878 Substandard — 716 458 263 94 1,668 — 3,199 Doubtful — 39 91 — — — — 130 Total Construction & land development 135,316 142,402 76,603 3,632 8,717 13,858 18,907 399,435 Current period gross charge-offs — — — — — — — — Farmland Pass 9,513 4,032 3,340 1,768 253 2,730 2,162 23,798 Special Mention — 194 — 514 — 359 — 1,067 Substandard — 251 1,369 3,877 115 653 1,355 7,620 Doubtful — — — — — — 45 45 Total Farmland 9,513 4,477 4,709 6,159 368 3,742 3,562 32,530 Current period gross charge-offs — — — — — — — — 1- 4 family Pass 112,636 110,978 70,599 41,766 19,542 47,374 17,215 420,110 Special Mention 1,307 2,505 749 1,544 775 997 667 8,544 Substandard 48 2,625 5,368 1,357 1,956 3,086 773 15,213 Doubtful — 122 391 — 239 159 72 983 Total 1- 4 family 113,991 116,230 77,107 44,667 22,512 51,616 18,727 444,850 Current period gross charge-offs — — — — — 964 — 964 Multifamily Pass 9,945 76,217 6,121 15,131 1,877 2,311 5,110 116,712 Special Mention — — — — — 1,648 24 1,672 Substandard — — — — — 537 — 537 Doubtful — — — — — — — — Total Multifamily 9,945 76,217 6,121 15,131 1,877 4,496 5,134 118,921 Current period gross charge-offs — — — — — — — — Non-farm non-residential Pass 162,234 247,182 111,054 88,039 73,797 256,032 33,907 972,245 Special Mention 708 369 1,014 388 15,846 5,191 1,525 25,041 Substandard 247 18,930 18,488 — — 6,125 4,723 48,513 Doubtful — — — 66 — — — 66 Total non-farm non-residential 163,189 266,481 130,556 88,493 89,643 267,348 40,155 1,045,865 Current period gross charge-offs — — — 138 — — — 138 Total Real Estate 431,954 605,807 295,096 158,082 123,117 341,060 86,485 2,041,601 Non-Real Estate: Agricultural Pass 2,555 10,406 3,142 1,336 1,532 2,378 16,259 37,608 Special Mention — 104 — 81 — — 25 210 Substandard — — 692 279 20 2,100 57 3,148 Doubtful — — — — — 42 — 42 Total Agricultural 2,555 10,510 3,834 1,696 1,552 4,520 16,341 41,008 Current period gross charge-offs — — — — — — — — Commercial and industrial Pass 41,105 27,800 48,097 53,585 5,613 27,634 119,886 323,720 -89- Special Mention 63 37 4,382 146 — 53 598 5,279 Substandard 45 283 178 602 27 4,531 145 5,811 Doubtful — — — — — 162 — 162 Total Commercial and industrial 41,213 28,120 52,657 54,333 5,640 32,380 120,629 334,972 Current period gross charge-offs 29 791 133 532 — 209 — 1,694 Commercial leases Pass 74,456 117,566 67,615 6,087 4,428 — — 270,152 Special Mention — 11,867 1,597 — — — — 13,464 Substandard — 1,799 — — — — — 1,799 Doubtful — — — — — — — — Total Commercial leases 74,456 131,232 69,212 6,087 4,428 — — 285,415 Current period gross charge-offs — — — — — — — — Consumer and other loans Pass 21,257 8,770 6,463 6,164 650 7,887 150 51,341 Special Mention 36 151 255 87 15 19 — 563 Substandard 164 1,077 790 265 86 68 — 2,450 Doubtful — — 34 79 2 16 — 131 Total Consumer and other loans 21,457 9,998 7,542 6,595 753 7,990 150 54,485 Current period gross charge-offs 598 1,126 820 359 28 44 — 2,975 Total Non-Real Estate 139,681 179,860 133,245 68,711 12,373 44,890 137,120 715,880 Total Loans Pass 568,228 743,019 392,315 217,245 116,225 358,286 213,596 2,608,914 Special Mention 2,903 16,806 8,167 2,760 16,726 8,517 2,839 58,718 Substandard 504 25,681 27,343 6,643 2,298 18,768 7,053 88,290 Doubtful — 161 516 145 241 379 117 1,559 Total Loans Before Unearned Income $ 571,635 $ 785,667 $ 428,341 $ 226,793 $ 135,490 $ 385,950 $ 223,605 $ 2,757,481 Unearned income (8,773) Total Loans Net of Unearned Income $ 2,748,708 Total Current Period Gross Charge-offs $ 627 $ 1,917 $ 953 $ 1,029 $ 28 $ 1,217 $ — $ 5,771 -90- The following table identifies the credit exposure of the loan portfolio, including loans acquired with deteriorated credit quality, by specific credit ratings as of the date indicated: As of December 31, 2022 (in thousands) Pass Special Mention Substandard Doubtful Total Real Estate: Construction & land development $ 229,416 $ 2,846 $ 829 $ — $ 233,091 Farmland 19,722 35 5,066 — 24,823 1- 4 family 347,842 8,667 9,821 — 366,330 Multifamily 117,081 444 2,260 — 119,785 Non-farm non-residential 968,861 15,071 8,997 — 992,929 Total Real Estate 1,682,922 27,063 26,973 — 1,736,958 Non-Real Estate: Agricultural 34,827 198 4,020 — 39,045 Commercial and industrial 374,947 2,016 8,316 — 385,279 Commercial leases 315,775 — 1,799 — 317,574 Consumer and other 45,225 1,031 1,608 — 47,864 Total Non-Real Estate 770,774 3,245 15,743 — 789,762 Total Loans Before Unearned Income $ 2,453,696 $ 30,308 $ 42,716 $ — 2,526,720 Unearned income (7,643) Total Loans Net of Unearned Income $ 2,519,077 Purchased Credit Deteriorated Loans As part of the acquisition of Union Bancshares, Inc. on November 7, 2019 and Premier Bancshares, Inc. on June 16, 2017, First Guaranty purchased credit impaired loans for which there was, at acquisition, evidence of deterioration of credit quality since their origination and it was probable, at acquisition, that all contractually required payments would not be collected.

Biggest changeSee the tables below for more detail on nonaccrual loans. -86- The following is a summary of nonaccrual loans by class at the dates indicated: As of December 31, 2024 (in thousands) With Related Allowance Without Related Allowance Total Real Estate: Construction & land development $ 697 $ 2,927 $ 3,624 Farmland 678 1,941 2,619 1 - 4 family 7,309 2,744 10,053 Multifamily 25,986 1,556 27,542 Non-farm non-residential 7,976 46,195 54,171 Total Real Estate 42,646 55,363 98,009 Non-Real Estate: Agricultural 729 1,263 1,992 Commercial and industrial 1,724 5,038 6,762 Commercial leases — 1,533 1,533 Consumer and other 233 — 233 Total Non-Real Estate 2,686 7,834 10,520 Total Nonaccrual Loans $ 45,332 $ 63,197 $ 108,529 As of December 31, 2023 (in thousands) With Related Allowance Without Related Allowance Total Real Estate: Construction & land development $ 530 $ — $ 530 Farmland 511 325 836 1 - 4 family 5,417 1,568 6,985 Multifamily — 537 537 Non-farm non-residential 8,730 1,010 9,740 Total Real Estate 15,188 3,440 18,628 Non-Real Estate: Agricultural 399 970 1,369 Commercial and industrial 1,581 — 1,581 Commercial leases — 1,799 1,799 Consumer and other 1,810 — 1,810 Total Non-Real Estate 3,790 2,769 6,559 Total Nonaccrual Loans $ 18,978 $ 6,209 $ 25,187 -87- The following table presents First Guaranty's loan portfolio by credit quality classification and origination year as of the date indicated: As of December 31, 2024 Term Loans by Origination Year (in thousands) 2024 2023 2022 2021 2020 Prior Revolving Loans Total Real Estate: Construction & land development: Pass $ 18,411 $ 110,178 $ 135,554 $ 17,703 $ 1,728 4,422 $ 12,734 $ 300,730 Special Mention 609 16,956 91 — 81 64 30 17,831 Substandard — 1,461 8,572 599 246 525 — 11,403 Doubtful — — — 84 — — — 84 Total Construction & land development 19,020 128,595 144,217 18,386 2,055 5,011 12,764 330,048 Current period gross charge-offs — — 39 — — — — 39 Farmland Pass 2,373 11,976 3,499 3,312 1,599 1,922 2,865 27,546 Special Mention 3,029 — 57 — 1,656 76 — 4,818 Substandard — 381 27 — 2,592 627 — 3,627 Doubtful — — — — — — — — Total Farmland 5,402 12,357 3,583 3,312 5,847 2,625 2,865 35,991 Current period gross charge-offs — — 258 — — — — 258 1- 4 family Pass 62,044 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 family 62,475 103,928 106,757 68,328 40,287 54,045 14,551 450,371 Current period gross charge-offs — — 174 59 5 796 — 1,034 Multifamily Pass 446 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 Multifamily 446 9,196 79,536 48,649 14,607 8,268 4,419 165,121 Current period gross charge-offs — — — — — — — — Non-farm non-residential Pass 68,227 202,084 250,338 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 Substandard 11,356 9,213 32,688 37,181 916 2,917 3,694 97,965 Doubtful — — — — 66 — — 66 Total non-farm non-residential 79,583 215,687 283,380 141,278 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 Estate 166,926 469,763 617,473 279,953 161,812 359,247 86,199 2,141,373 Non-Real Estate: Agricultural Pass 2,102 2,766 7,815 2,904 1,142 5,676 13,130 35,535 Special Mention 18 74 1,793 10 132 112 91 2,230 Substandard 169 51 — 663 128 1,915 12 2,938 Doubtful — — — — — 19 — 19 Total Agricultural 2,289 2,891 9,608 3,577 1,402 7,722 13,233 40,722 Current period gross charge-offs — — — 33 — — — 33 Commercial and industrial Pass 27,172 26,410 19,230 39,601 30,833 13,946 80,769 237,961 -88- Special Mention 4,082 660 78 91 38 80 306 5,335 Substandard 25 59 815 939 193 1,229 10,962 14,222 Doubtful — — — — — — — — Total Commercial and industrial 31,279 27,129 20,123 40,631 31,064 15,255 92,037 257,518 Current period gross charge-offs 185 702 913 563 2,168 342 — 4,873 Commercial leases Pass 48,856 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 leases 48,856 61,057 68,308 38,027 3,554 398 — 220,200 Current period gross charge-offs — — — — — — — — Consumer and other loans Pass 8,457 14,710 4,083 3,257 4,467 6,262 — 41,236 Special Mention — 29 42 98 26 — — 195 Substandard 96 176 276 221 29 38 — 836 Doubtful — — — — — — — — Total Consumer and other loans 8,553 14,915 4,401 3,576 4,522 6,300 — 42,267 Current period gross charge-offs 438 802 1,013 693 283 125 — 3,354 Total Non-Real Estate 90,977 105,992 102,440 85,811 40,542 29,675 105,270 560,707 Total Loans Pass 238,088 536,475 613,834 311,848 191,182 336,938 162,511 2,390,876 Special Mention 8,169 23,753 29,443 9,540 5,383 38,696 10,674 125,658 Substandard 11,646 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 As of December 31, 2023 Term Loans by Origination Year (in thousands) 2023 2022 2021 2020 2019 Prior Revolving Loans Total Real Estate: Construction & land development: Pass $ 134,527 $ 140,068 $ 75,884 $ 3,369 $ 8,533 11,940 $ 18,907 $ 393,228 Special Mention 789 1,579 170 — 90 250 — 2,878 Substandard — 716 458 263 94 1,668 — 3,199 Doubtful — 39 91 — — — — 130 Total Construction & land development 135,316 142,402 76,603 3,632 8,717 13,858 18,907 399,435 Current period gross charge-offs — — — — — — — — Farmland Pass 9,513 4,032 3,340 1,768 253 2,730 2,162 23,798 Special Mention — 194 — 514 — 359 — 1,067 Substandard — 251 1,369 3,877 115 653 1,355 7,620 Doubtful — — — — — — 45 45 Total Farmland 9,513 4,477 4,709 6,159 368 3,742 3,562 32,530 -89- Current period gross charge-offs — — — — — — — — 1- 4 family Pass 112,636 110,978 70,599 41,766 19,542 47,374 17,215 420,110 Special Mention 1,307 2,505 749 1,544 775 997 667 8,544 Substandard 48 2,625 5,368 1,357 1,956 3,086 773 15,213 Doubtful — 122 391 — 239 159 72 983 Total 1- 4 family 113,991 116,230 77,107 44,667 22,512 51,616 18,727 444,850 Current period gross charge-offs — — — — — 964 — 964 Multifamily Pass 9,945 76,217 6,121 15,131 1,877 2,311 5,110 116,712 Special Mention — — — — — 1,648 24 1,672 Substandard — — — — — 537 — 537 Doubtful — — — — — — — — Total Multifamily 9,945 76,217 6,121 15,131 1,877 4,496 5,134 118,921 Current period gross charge-offs — — — — — — — — Non-farm non-residential Pass 162,234 247,182 111,054 88,039 73,797 256,032 33,907 972,245 Special Mention 708 369 1,014 388 15,846 5,191 1,525 25,041 Substandard 247 18,930 18,488 — — 6,125 4,723 48,513 Doubtful — — — 66 — — — 66 Total non-farm non-residential 163,189 266,481 130,556 88,493 89,643 267,348 40,155 1,045,865 Current period gross charge-offs — — — 138 — — — 138 Total Real Estate 431,954 605,807 295,096 158,082 123,117 341,060 86,485 2,041,601 Non-Real Estate: Agricultural Pass 2,555 10,406 3,142 1,336 1,532 2,378 16,259 37,608 Special Mention — 104 — 81 — — 25 210 Substandard — — 692 279 20 2,100 57 3,148 Doubtful — — — — — 42 — 42 Total Agricultural 2,555 10,510 3,834 1,696 1,552 4,520 16,341 41,008 Current period gross charge-offs — — — — — — — — Commercial and industrial Pass 41,105 27,800 48,097 53,585 5,613 27,634 119,886 323,720 Special Mention 63 37 4,382 146 — 53 598 5,279 Substandard 45 283 178 602 27 4,531 145 5,811 Doubtful — — — — — 162 — 162 Total Commercial and industrial 41,213 28,120 52,657 54,333 5,640 32,380 120,629 334,972 Current period gross charge-offs 29 791 133 532 — 209 — 1,694 Commercial leases Pass 74,456 117,566 67,615 6,087 4,428 — — 270,152 Special Mention — 11,867 1,597 — — — — 13,464 Substandard — 1,799 — — — — — 1,799 Doubtful — — — — — — — — Total Commercial leases 74,456 131,232 69,212 6,087 4,428 — — 285,415 Current period gross charge-offs — — — — — — — — Consumer and other loans Pass 21,257 8,770 6,463 6,164 650 7,887 150 51,341 Special Mention 36 151 255 87 15 19 — 563 Substandard 164 1,077 790 265 86 68 — 2,450 Doubtful — — 34 79 2 16 — 131 Total Consumer and other loans 21,457 9,998 7,542 6,595 753 7,990 150 54,485 Current period gross charge-offs 598 1,126 820 359 28 44 — 2,975 Total Non-Real Estate 139,681 179,860 133,245 68,711 12,373 44,890 137,120 715,880 -90- Total Loans Pass 568,228 743,019 392,315 217,245 116,225 358,286 213,596 2,608,914 Special Mention 2,903 16,806 8,167 2,760 16,726 8,517 2,839 58,718 Substandard 504 25,681 27,343 6,643 2,298 18,768 7,053 88,290 Doubtful — 161 516 145 241 379 117 1,559 Total Loans Before Unearned Income $ 571,635 $ 785,667 $ 428,341 $ 226,793 $ 135,490 $ 385,950 $ 223,605 $ 2,757,481 Unearned income (8,773) Total Loans Net of Unearned Income $ 2,748,708 Total Current Period Gross Charge-offs $ 627 $ 1,917 $ 953 $ 1,029 $ 28 $ 1,217 $ — $ 5,771 -91- Note 6.

In addition, we are heavily dependent on the strength and capability of our technology systems which we use both to interface with our customers and to manage our internal financial and other systems.

In addition, we are heavily dependent on the strength and capability of our technology systems which we use both to interface with our customers and to manage our internal financial systems and other systems.

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.

The balance in the allowance for credit losses is principally influenced by the provision for credit losses, recoveries, and by net loan loss experience. Additions to the allowance are charged to the provision for credit losses.

Loan fees and costs Nonrefundable loan origination and commitment fees and direct costs associated with originating loans are deferred and recognized over the lives of the related loans as an adjustment to the loans' yield using the level yield method. Allowance for credit losses The allowance for credit losses is established through a provision for loan losses charged to expense.

Loan fees and costs Nonrefundable loan origination and commitment fees and direct costs associated with originating loans are deferred and recognized over the lives of the related loans as an adjustment to the loans' yield using the level yield method. Allowance for credit losses The allowance for credit losses is established through a provision for credit losses charged to expense.

One- to four-family residential, multifamily, and consumer credits are strongly influenced by employment levels, consumer debt loads and the general economy. Non-farm non-residential loans include both owner-occupied real estate and non-owner occupied real estate.

Common risks associated with these properties is the ability to maintain tenant leases and keep lease income at a level able to service required debt and operating expenses. Commercial and industrial loans generally have non-real estate secured collateral which requires closer monitoring than real estate collateral. The allowance consists of specific, general, and unallocated components.

The specific component relates to loans that are classified as doubtful, substandard, and individually evaluated for impairment. For such loans that are also classified as individually evaluated for impairment, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the loan 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 adjusted for qualitative factors.

Qualitative factors include analysis of levels and trends in delinquencies, nonaccrual loans, charge-offs and recoveries, loan risk ratings, trends in volume and terms of loans, changes in lending policy, credit concentrations, portfolio stress test results, national and local economic trends, industry conditions, and other relevant factors.

An unallocated component is maintained to cover uncertainties that could affect the estimate of probable losses. The allowance for credit losses on unfunded commitments represents expected credit losses over the contractual period for which First Guaranty is exposed to credit risk from a contractual obligation to extend credit.

No allowance is recorded if there is an unconditional right to cancel the obligation. The allowance is reported as a component of Other Liabilities on the Consolidated Balance Sheets.

Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since commitments may expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Each customer's creditworthiness is evaluated on a case-by-case basis.

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.

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.

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.

Our non-performing assets adversely affect our net income in various ways: • we record interest income only on the cash basis or cost-recovery method for nonaccrual loans and we do not record interest income for other real estate owned; • we must provide for probable loan losses through a current period charge to the provision for loan losses; • noninterest expense increases when we write down the value of properties in our other real estate owned portfolio to reflect changing market values; • there are legal fees associated with the resolution of problem assets, as well as carrying costs, such as taxes, insurance, and maintenance fees; and • the resolution of non-performing assets requires the active involvement of management, which can distract them from more profitable activity.

Our non-performing assets adversely affect our net income in various ways: • we record interest income only on the cash basis or cost-recovery method for nonaccrual loans and we do not record interest income for other real estate owned; • we must provide for probable loan losses through a current period charge to the provision for credit losses; • noninterest expense increases when we write down the value of properties in our other real estate owned portfolio to reflect changing market values; • there are legal fees associated with the resolution of problem assets, as well as carrying costs, such as taxes, insurance, and maintenance fees; and • the resolution of non-performing assets requires the active involvement of management, which can distract them from more profitable activity.

If capital and credit markets experience volatility and disruption as they did during the past financial crisis and during the COVID-19 pandemic, we may face the following risks: • increased regulation of our industry; • compliance with such regulation may increase our costs and limit our ability to pursue business opportunities; • market developments and the resulting economic pressure on consumers may affect consumer confidence levels and may cause increases in delinquencies and default rates, which, among other effects, could affect our charge-offs and provision for loan losses.

If capital and credit markets experience volatility and disruption as they did during the past financial crisis and during the COVID-19 pandemic, we may face the following risks: • increased regulation of our industry; • compliance with such regulation may increase our costs and limit our ability to pursue business opportunities; • market developments and the resulting economic pressure on consumers may affect consumer confidence levels and may cause increases in delinquencies and default rates, which, among other effects, could affect our charge-offs and provision for credit losses.

Management estimates the allowance balance using available information such as past events, current conditions and reasonable forecasts. Adjustments to historical information are made using qualitative and qualitative factors developed by management. The following are general credit risk factors that affect our loan portfolio segments. These factors do not encompass all risks associated with each loan category.

Management estimates the allowance balance using available information such as past events, current conditions and reasonable forecasts. Adjustments to historical information are made using quantitative and qualitative factors developed by management. The following are general credit risk factors that affect our loan portfolio segments. These factors do not encompass all risks associated with each loan category.

In particular, we may experience increased loan delinquencies, which could result in a higher provision for loan losses and increased charge-offs. Any sustained period of increased non-payment, delinquencies, foreclosures or losses caused by adverse market or economic conditions in our market area could adversely affect the value of our assets, revenues, results of operations and financial condition.

In particular, we may experience increased loan delinquencies, which could result in a higher provision for credit losses and increased charge-offs. Any sustained period of increased non-payment, delinquencies, foreclosures or losses caused by adverse market or economic conditions in our market area could adversely affect the value of our assets, revenues, results of operations and financial condition.

This could require increasing our allowance for credit losses to address the decrease in the value of the real estate securing our loans which could have a material adverse effect on our business, financial condition, results of operations and growth prospects. Our loan portfolio consists of a high percentage of loans secured by non-farm non-residential real estate.

This could require increasing our allowance for credit losses to address the decrease in the value of the real estate securing our loans which could have a material adverse effect on our business, financial condition, results of operations and growth prospects. -20- Our loan portfolio consists of a high percentage of loans secured by non-farm non-residential real estate.

Our right to participate in any distribution of the assets of our subsidiaries upon any liquidation, reorganization, receivership or conservatorship of any subsidiary (and thus the ability of the holder of the Series A Preferred Stock and the holders of the depositary shares to benefit indirectly from such distribution) will rank junior to the prior claims of that subsidiary’s creditors.

Our right to participate in any distribution of the assets of our subsidiaries upon any liquidation, reorganization, receivership or conservatorship of any subsidiary (and thus the ability of the holders of the Series A Preferred Stock and the holders of the depositary shares to benefit indirectly from such distribution) will rank junior to the prior claims of that subsidiary’s creditors.

The remediation costs and any other financial liabilities associated with an environmental hazard could have a material adverse effect on our financial condition and results of operations. Risks Related to Interest Rates Interest rate shifts may reduce net interest income and otherwise negatively impact our financial condition and results of operations.

The remediation costs and any other financial liabilities associated with an environmental hazard could have a material adverse effect on our financial condition and results of operations. -23- Risks Related to Interest Rates Interest rate shifts may reduce net interest income and otherwise negatively impact our financial condition and results of operations.

Handley Ederville Road Fort Worth, TX 76118 Fort Worth Banking Center 2017 Owned 603 Main Street #101 Garland, TX 75040 Garland Banking Center 2017 Leased 4221 Airline Drive Bossier City, LA 71111 Bossier City Banking Center 2017 Owned 4740 Nelson Rd #320 Lake Charles, LA 70605 Lake Charles Loan Production Office 2019 Leased 632 West Oak Street Amite, LA 70422 Amite Banking Center 2019 Owned 1701 Metro Drive Alexandria, LA 71301 Alexandria Banking Center 2019 Owned -35- 1110 Shirley Road Bunkie, LA 71322 Bunkie Banking Center 2019 Owned 2705 Main Street Hessmer, LA 71341 Hessmer Banking Center 2019 Owned 305 North Main Street Marksville, LA 71351 Marksville Banking Center 2019 Owned 211 East Tunica Drive Marksville, LA 71351 Tunica Banking Center 2019 Owned 10710 Highway 1 Moreauville, LA 71355 Moreauville Banking Center 2019 Owned 40 Pinecrest Drive Pineville, LA 71360 Pineville Banking Center 2019 Owned 15 Second Street Vanceburg, Kentucky 41179 Vanceburg Banking Center 2021 Owned 173 Bombardier Way, Jct.

Handley Ederville Road Fort Worth, TX 76118 Fort Worth Banking Center 2017 Owned 603 Main Street #101 Garland, TX 75040 Garland Banking Center 2017 Leased 4221 Airline Drive Bossier City, LA 71111 Bossier City Banking Center 2017 Owned 4740 Nelson Rd #320 Lake Charles, LA 70605 Lake Charles Loan Production Office 2019 Leased 632 West Oak Street Amite, LA 70422 Amite Banking Center 2019 Owned 1701 Metro Drive Alexandria, LA 71301 Alexandria Banking Center 2019 Owned 1110 Shirley Road Bunkie, LA 71322 Bunkie Banking Center 2019 Owned -34- 2705 Main Street Hessmer, LA 71341 Hessmer Banking Center 2019 Owned 305 North Main Street Marksville, LA 71351 Marksville Banking Center 2019 Owned 211 East Tunica Drive Marksville, LA 71351 Tunica Banking Center 2019 Owned 10710 Highway 1 Moreauville, LA 71355 Moreauville Banking Center 2019 Owned 40 Pinecrest Drive Pineville, LA 71360 Pineville Banking Center 2019 Owned 15 Second Street Vanceburg, Kentucky 41179 Vanceburg Banking Center 2021 Owned 173 Bombardier Way, Jct.

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.

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.

(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.

(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. -116- (3) 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.

An acquisition strategy involves significant risks, including the following: • finding suitable candidates for acquisition; • attracting funding to support additional growth within acceptable risk tolerances; • maintaining asset quality; • retaining customers and key personnel; • obtaining necessary regulatory approvals; • conducting adequate due diligence and managing known and unknown risks and uncertainties; • integrating acquired businesses; and • maintaining adequate regulatory capital. -26- The market for acquisition targets is highly competitive, which may adversely affect our ability to find acquisition candidates that fit our strategy and standards.

An acquisition strategy involves significant risks, including the following: • finding suitable candidates for acquisition; • attracting funding to support additional growth within acceptable risk tolerances; • maintaining asset quality; • retaining customers and key personnel; • obtaining necessary regulatory approvals; • conducting adequate due diligence and managing known and unknown risks and uncertainties; • integrating acquired businesses; and • maintaining adequate regulatory capital. -25- The market for acquisition targets is highly competitive, which may adversely affect our ability to find acquisition candidates that fit our strategy and standards.

(1 1 ). 3.4 Bylaws of First Guaranty Bancshares, Inc.(3) 3.5 Amendment to Bylaws of First Guaranty Bancshares, Inc.(4) 4.1 Form of Common Stock Certificate of First Guaranty Bancshares, Inc.(5) 4.2 Subordinated Note, dated as of June 21, 2022, by and between First Guaranty Bancshares, Inc. and Edgar Ray Smith, III.

(11). 3.4 Bylaws of First Guaranty Bancshares, Inc.(3) 3.5 Amendment to Bylaws of First Guaranty Bancshares, Inc.(4) 4.1 Form of Common Stock Certificate of First Guaranty Bancshares, Inc.(5) 4.2 Subordinated Note, dated as of June 21, 2022, by and between First Guaranty Bancshares, Inc. and Edgar Ray Smith, III.

Any future credit deterioration, could require us to increase our allowance for credit losses in the future. In addition, federal and state regulators periodically review the allowance for loan and lease losses and may require an increase in the allowance for loan and lease losses or recognize further loan charge-offs.

Any future credit deterioration, could require us to increase our allowance for credit losses in the future. In addition, federal and state regulators periodically review the allowance for credit losses and may require an increase in the allowance for credit losses or recognize further loan charge-offs.

Furthermore, certain inputs and assumptions lack observable data and, therefore, applying audit procedures required a higher degree of auditor judgement and subjectivity due to the nature and extent of audit evidence and effort required to address this matter.

Furthermore, certain inputs and assumptions lack observable data and, therefore, applying audit procedures requires a higher degree of auditor judgement and subjectivity due to the nature and extent of audit evidence and effort required to address this matter.

(4) 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. -114- (5) 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.

(4) 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. (5) 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.

Although our asset-liability management strategy is designed to control and mitigate exposure to the risks related to changes in market interest rates, those rates are affected by many factors outside of our control, including governmental monetary policies, inflation, deflation, recession, changes in unemployment, the money supply, international disorder and instability in domestic and foreign financial markets. -25- Risks Related to Liquidity A lack of liquidity could adversely affect our operations and jeopardize our business, financial condition and results of operations.

Although our asset-liability management strategy is designed to control and mitigate exposure to the risks related to changes in market interest rates, those rates are affected by many factors outside of our control, including governmental monetary policies, inflation, deflation, recession, changes in unemployment, the money supply, international disorder and instability in domestic and foreign financial markets. -24- Risks Related to Liquidity A lack of liquidity could adversely affect our operations and jeopardize our business, financial condition and results of operations.

Furthermore, the actions of the United States government and other governments in responding to such terrorist attacks, the military operations in the Middle East, or uncertainty in Eastern Europe, may result in currency fluctuations, exchange controls, market disruption and other adverse effects. -31- Curtailment of government guaranteed loan programs could affect a segment of our business, and government agencies may not honor their guarantees if we do not originate loans in compliance with their guidelines.

Furthermore, the actions of the United States government and other governments in responding to such terrorist attacks, the military operations in the Middle East, or uncertainty in Eastern Europe, may result in currency fluctuations, exchange controls, market disruption and other adverse effects. -30- Curtailment of government guaranteed loan programs could affect a segment of our business, and government agencies may not honor their guarantees if we do not originate loans in compliance with their guidelines.

(3) 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.

(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.

The primary objective of the loan risk grading system is to establish a method of assessing credit risk to further enable management to measure loan portfolio quality and the adequacy of the allowance for loan and lease losses.

The primary objective of the loan risk grading system is to establish a method of assessing credit risk to further enable management to measure loan portfolio quality and the adequacy of the allowance for credit losses.

Item 9C - Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable -111- Part III Item 10 – Directors, Executive Officers and Corporate Governance Pursuant to General Instruction G (3) to Form 10-K, information called for by this item will be incorporated by reference from First Guaranty's Definitive Proxy Statement to be filed within 120 days of fiscal year end.

Item 9C - Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable -113- Part III Item 10 – Directors, Executive Officers and Corporate Governance Pursuant to General Instruction G (3) to Form 10-K, information called for by this item will be incorporated by reference from First Guaranty's Definitive Proxy Statement to be filed within 120 days of fiscal year end.

While the depositary will vote the maximum number of whole shares of Series A Preferred Stock in accordance with the instructions it receives, any remaining fractional votes of holders of the depositary shares underlying such shares of Series A Preferred Stock will not be voted. -33- First Guaranty and First Guaranty Bank have incurred indebtedness, and may in the future incur additional indebtedness, which have rights that are senior to those of First Guaranty’s shareholders.

While the depositary will vote the maximum number of whole shares of Series A Preferred Stock in accordance with the instructions it receives, any remaining fractional votes of holders of the depositary shares underlying such shares of Series A Preferred Stock will not be voted. -32- First Guaranty and First Guaranty Bank have incurred indebtedness, and may in the future incur additional indebtedness, which have rights that are senior to those of First Guaranty’s shareholders.

The carryforwards were acquired in 2017 in the Premier acquisition and expire from 2027 to 2034, and will be utilized subject to annual Internal Revenue Code Section 382 limitations. -101- ASC 740-10, Income Taxes, clarifies the accounting for uncertainty in income taxes and prescribes a recognition threshold and measurement attribute for the consolidated financial statements recognition and measurement of a tax position taken or expected to be taken in a tax return.

The carryforwards were acquired in 2017 in the Premier acquisition and expire from 2027 to 2034, and will be utilized subject to annual Internal Revenue Code Section 382 limitations. -102- ASC 740-10, Income Taxes, clarifies the accounting for uncertainty in income taxes and prescribes a recognition threshold and measurement attribute for the consolidated financial statements recognition and measurement of a tax position taken or expected to be taken in a tax return.

The allowance for credit losses is established through a provision for loan losses charged to expense. Loans are charged against the allowance for credit losses when management believes that the collectability of the principal is unlikely.

The allowance for credit losses is established through a provision for credit losses charged to expense. Loans are charged against the allowance for credit losses when management believes that the collectability of the principal is unlikely.

Because of changing economic and market conditions affecting interest rates, the financial condition of issuers of the securities and the performance of the underlying collateral, we may recognize realized and/or unrealized losses in future periods, which could have an adverse effect on our business, financial condition and results of operations. -29- Other General Business Risks Hurricanes or other adverse weather conditions can have an adverse impact on our market areas.

Because of changing economic and market conditions affecting interest rates, the financial condition of issuers of the securities and the performance of the underlying collateral, we may recognize realized and/or unrealized losses in future periods, which could have an adverse effect on our business, financial condition and results of operations. -28- Other General Business Risks Hurricanes or other adverse weather conditions can have an adverse impact on our market areas.

Our wholly-owned subsidiary, First Guaranty Bank, a Louisiana-chartered commercial bank, provides personalized commercial banking services primarily to Louisiana and Texas customers through 36 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.

Our wholly-owned subsidiary, First Guaranty Bank, a Louisiana-chartered commercial bank, provides personalized commercial banking services primarily to Louisiana and Texas customers through 35 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.

Recent supplements to this guidance reiterate the need for bank holding companies to inform their applicable reserve bank sufficiently in advance of the proposed payment of a dividend in certain circumstances. -32- The Series A Preferred Stock constitutes an equity security and ranks junior to all of our indebtedness and will rank junior to our and First Guaranty Bank’s future indebtedness.

Recent supplements to this guidance reiterate the need for bank holding companies to inform their applicable reserve bank sufficiently in advance of the proposed payment of a dividend in certain circumstances. -31- The Series A Preferred Stock constitutes an equity security and ranks junior to all of our indebtedness and will rank junior to our and First Guaranty Bank’s future indebtedness.

Moreover, while the shorter maturities of our loan portfolio help us to manage our interest rate risk, they also increase the reinvestment risk associated with new loan originations. During an economic slow-down, we might incur significant losses as our loan portfolio matures. The level of our commercial real estate loan portfolio subjects us to additional regulatory scrutiny.

Moreover, while the shorter maturities of our loan portfolio help us to manage our interest rate risk, they also increase the reinvestment risk associated with new loan originations. During an economic slow-down, we might incur significant losses as our loan portfolio matures. The level of concentrations in our commercial real estate loan portfolio subjects us to additional regulatory scrutiny.

The differences in resources may make it harder for us to compete profitably, reduce the rates that we can earn on loans and investments, increase the rates we must offer on deposits and other funds, and adversely affect our overall financial condition and earnings. -27- Risks Related to Operations We face risks related to our operational, technological and organizational infrastructure.

The differences in resources may make it harder for us to compete profitably, reduce the rates that we can earn on loans and investments, increase the rates we must offer on deposits and other funds, and adversely affect our overall financial condition and earnings. -26- Risks Related to Operations We face risks related to our operational, technological and organizational infrastructure.

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 analyses 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 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.

Prepayments of mortgages that collateralize mortgage-backed securities also affect the maturity of the securities portfolio. -53- 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.

Prepayments of mortgages that collateralize mortgage-backed securities also affect the maturity of the securities portfolio. -51- 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.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of First Guaranty as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of First Guaranty as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

First Guaranty recognizes interest and penalties accrued related to unrecognized tax benefits, if applicable, in noninterest expense. During the years ended December 31, 2023 and 2022, First Guaranty did not recognize any interest or penalties in its consolidated financial statements, nor has it recorded an accrued liability for interest or penalty payments. Note 18.

First Guaranty recognizes interest and penalties accrued related to unrecognized tax benefits, if applicable, in noninterest expense. During the years ended December 31, 2024 and 2023, First Guaranty did not recognize any interest or penalties in its consolidated financial statements, nor has it recorded an accrued liability for interest or penalty payments. Note 18.

With few exceptions, First Guaranty is no longer subject to U.S. federal, state or local income tax examinations for years before 2019. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis.

With few exceptions, First Guaranty is no longer subject to U.S. federal, state or local income tax examinations for years before 2021. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis.

We do not expect it to have a material effect on First Guaranty's consolidated financial statements. Note 3. Cash and Due from Banks Certain reserves are required to be maintained at the Federal Reserve Bank. There was no reserve requirement as of December 31, 2023 and 2022.

We do not expect it to have a material effect on First Guaranty's consolidated financial statements. Note 3. Cash and Due from Banks Certain reserves are required to be maintained at the Federal Reserve Bank. There was no reserve requirement as of December 31, 2024 and 2023.

The following table summarizes fixed and floating rate loans by contractual maturity, excluding nonaccrual loans, as of December 31, 2023 and December 31, 2022 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.

The following table summarizes fixed and floating rate loans by contractual maturity, excluding nonaccrual loans, as of December 31, 2024 and December 31, 2023 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.

During the years ended 2023 and 2022, First Guaranty paid approximately $0.3 million, respectively, for printing services and supplies and office furniture and equipment to Champion Industries, Inc., of which Mr. Marshall T. Reynolds, the Chairman of First Guaranty's Board of Directors, is President, Chief Executive Officer, Chairman of the Board of Directors and a major shareholder of Champion.

During the years ended 2024 and 2023, First Guaranty paid approximately $0.3 million, respectively, for printing services and supplies and office furniture and equipment to Champion Industries, Inc., of which Mr. Marshall T. Reynolds, the Chairman of First Guaranty's Board of Directors, is President, Chief Executive Officer, Chairman of the Board of Directors and a major shareholder of Champion.

Moreover, our ability to pay dividends on our common stock is limited by the terms of our Series A Preferred Stock which provides that if we have not paid dividends on the Series A Preferred Stock for the most recently completed dividend period, then no dividend or distribution shall be declared, paid, or set aside for payment on shares of our common stock.

Moreover, our ability to pay dividends on our common stock is limited by the terms of our Series A Preferred Stock, which provide that if we have not paid dividends on the Series A Preferred Stock for the most recently completed dividend period, then no dividend or distribution shall be declared, paid, or set aside for payment on shares of our common stock.

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. -66- The following interest sensitivity analysis is one measurement of interest rate risk.

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. -65- The following interest sensitivity analysis is one measurement of interest rate risk.

Interest cost capitalized as a construction cost was $0 for 2023 and 2022, respectively. Note 8. 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, such as core deposit intangibles and loan servicing assets, continue to be amortized over their useful lives.

Interest cost capitalized as a construction cost was $0 for 2024 and 2023, respectively. Note 8. 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, such as core deposit intangibles and loan servicing assets, continue to be amortized over their useful lives.

Goodwill represents the purchase price over the fair value of net assets acquired from the Homestead Bancorp in 2007, Premier Bancshares, Inc. in 2017 and Union Bancshares, Incorporated in 2019. No impairment charges have been recognized since acquisition. Goodwill totaled $12.9 million at December 31, 2023 and 2022.

Goodwill represents the purchase price over the fair value of net assets acquired from the Homestead Bancorp in 2007, Premier Bancshares, Inc. in 2017 and Union Bancshares, Incorporated in 2019. No impairment charges have been recognized since acquisition. Goodwill totaled $12.9 million at December 31, 2024 and 2023.

There was no change in First Guaranty's internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) that occurred during the quarter ended December 31, 2023, that has materially affected, or is reasonably likely to materially affect, First Guaranty's internal control over financial reporting.

There was no change in First Guaranty's internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) that occurred during the quarter ended December 31, 2024, that has materially affected, or is reasonably likely to materially affect, First Guaranty's internal control over financial reporting.

The fair values of letters of credit are based on fees charged for similar agreements or on estimated cost to terminate them or otherwise settle the obligations with the counterparties at the reporting date. At December 31, 2023 and 2022 the fair value of guarantees under commercial and standby letters of credit was not material.

The fair values of letters of credit are based on fees charged for similar agreements or on estimated cost to terminate them or otherwise settle the obligations with the counterparties at the reporting date. At December 31, 2024 and 2023 the fair value of guarantees under commercial and standby letters of credit was not material.

Item 16 - Form 10-K Summary None. -115- SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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.

Item 16 - Form 10-K Summary None. -117- SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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.

Such incidents may result in required notifications to customers and or regulators resulting in reduced reputation and liability to legal proceedings. -28- Risks Related to Accounting Changes in accounting policies or in accounting standards could materially affect how we report our financial condition and results of operations. Accounting policies are essential to understanding our financial condition and results of operations.

Such incidents may result in required notifications to customers and or regulators resulting in reduced reputation and liability to legal proceedings. -27- Risks Related to Accounting Changes in accounting policies or in accounting standards could materially affect how we report our financial condition and results of operations. Accounting policies are essential to understanding our financial condition and results of operations.

Economic uncertainty may result in additional increases to the allowance for credit losses in future periods. -59- 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.

Economic uncertainty may result in additional increases to the allowance for credit losses in future periods. -57- 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.

Item 9B - Other Information (a) None (b) During the three months ended December 31, 2023, no First Guaranty director or officer adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in item 408(a) of Regulation S-K.

Item 9B - Other Information (a) None (b) During the three months ended December 31, 2024, no First Guaranty director or officer adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in item 408(a) of Regulation S-K.

Accordingly, shares of the Series A Preferred Stock and the related depositary shares are and will be junior in right of payment to any existing and all future indebtedness and other non-equity claims of First Guaranty with respect to assets available to satisfy claims on us, including in a liquidation of First Guaranty.

Accordingly, shares of the Series A Preferred Stock and the depositary shares representing the Series A Preferred Stock are and will be junior in right of payment to any existing and all future indebtedness and other non-equity claims of First Guaranty with respect to assets available to satisfy claims on us, including in a liquidation of First Guaranty.

These new brokered time deposits had maturities of two and three years. The proceeds from the new deposits were used to reduce short-term FHLB borrowings. Management will continue to evaluate and update our product mix and related technology in its efforts to attract additional customers.

These new brokered time deposits have maturities of two and three years. The proceeds from the new deposits were used to reduce short-term FHLB borrowings. Management will continue to evaluate and update our product mix and related technology in its efforts to attract additional customers.

In addition, if we are unable to raise additional capital when required by our bank regulators, we may be subject to adverse regulatory action. -30- We are subject to the CRA and fair lending laws, and failure to comply with these laws could lead to material penalties.

In addition, if we are unable to raise additional capital when required by our bank regulators, we may be subject to adverse regulatory action. -29- We are subject to the CRA and fair lending laws, and failure to comply with these laws could lead to material penalties.

Item 6 - [Reserved] -38- Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited consolidated financial statements and the accompanying notes included elsewhere in this Annual Report on Form 10-K.

Item 6 - [Reserved] -37- Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited consolidated financial statements and the accompanying notes included elsewhere in this Annual Report on Form 10-K.

See below for our reconciliation of non-GAAP financial measures to their most directly comparable GAAP financial measures under the caption "Selected Financial Data— Non-GAAP Financial Measures." -62- Non-GAAP Financial Measures Our accounting and reporting policies conform to accounting principles generally accepted in the United States, or GAAP, and the prevailing practices in the banking industry.

See below for our reconciliation of non-GAAP financial measures to their most directly comparable GAAP financial measures under the caption "Selected Financial Data— Non-GAAP Financial Measures." -60- Non-GAAP Financial Measures Our accounting and reporting policies conform to accounting principles generally accepted in the United States, or GAAP, and the prevailing practices in the banking industry.

The gap indicates whether more assets or liabilities are subject to repricing over a given time period. The interest sensitivity analysis at December 31, 2023 illustrated below reflects a liability-sensitive position with a negative cumulative gap on a one-year basis.

The gap indicates whether more assets or liabilities are subject to repricing over a given time period. The interest sensitivity analysis at December 31, 2024 illustrated below reflects a liability-sensitive position with a negative cumulative gap on a one-year basis.

Assets classified as "doubtful" have all of the weaknesses inherent in those classified as "substandard," with the added characteristic that the weaknesses present make "collection or liquidation in full," on the basis of currently existing facts, conditions, and values, "highly questionable and improbable." Assets classified as "loss" are those considered "uncollectible" and of such little value that their continuance as assets without the establishment of a specific allowance for loan and lease losses is not warranted.

Assets classified as "doubtful" have all of the weaknesses inherent in those classified as "substandard," with the added characteristic that the weaknesses present make "collection or liquidation in full," on the basis of currently existing facts, conditions, and values, "highly questionable and improbable." Assets classified as "loss" are those considered "uncollectible" and of such little value that their continuance as assets without the establishment of a specific allowance for credit losses is not warranted.

Management has the intent and ability to hold these debt securities until maturity or until anticipated recovery. -84- Securities are evaluated for impairment from credit losses at least quarterly and more frequently when economic or market conditions warrant such evaluation.

Management has the intent and ability to hold these debt securities until maturity or until anticipated recovery. -83- Securities are evaluated for impairment from credit losses at least quarterly and more frequently when economic or market conditions warrant such evaluation.

Fair values of other real estate owned ("OREO") at December 31, 2023 and 2022 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.

Fair values of other real estate owned ("OREO") at December 31, 2024 and 2023 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.

Changes in interest rates can increase or decrease our net interest income, because different types of assets and liabilities may react differently, and at different times, to market interest rate changes. The Federal Reserve increased interest rates significantly during 2022 and continued to increase interest rates in 2023.

Changes in interest rates can increase or decrease our net interest income, because different types of assets and liabilities may react differently, and at different times, to market interest rate changes. The Federal Reserve Board increased interest rates significantly during 2022 and 2023.

Corporate securities generally have a maturity of 10 years or less. U.S. Government securities consist of U.S. Treasury bills that have maturities of less than 30 days. Government agency securities generally have maturities of 15 years or less. Agency mortgage-backed securities have stated final maturities of 15 to 20 years. At December 31, 2023, the U.S.

Corporate securities generally have a maturity of 10 years or less. U.S. Government securities consist of U.S. Treasury bills that have maturities of less than 30 days. Government agency securities generally have maturities of 15 years or less. Agency mortgage-backed securities have stated final maturities of 15 to 20 years. At December 31, 2024, the U.S.

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. Year ended December 31, 2023 compared with year ended December 31, 2022 .

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. Year ended December 31, 2024 compared with year ended December 31, 2023 .

Unless otherwise noted, collateral or other security is not required to support financial instruments with credit risk. Set forth below is a summary of the notional amounts of the financial instruments with off-balance sheet risk at December 31, 2023 and December 31, 2022.

Unless otherwise noted, collateral or other security is not required to support financial instruments with credit risk. Set forth below is a summary of the notional amounts of the financial instruments with off-balance sheet risk at December 31, 2024 and December 31, 2023.

This results in our borrowers having significantly higher final payments due at maturity, known as a "balloon payment." In the event our borrowers are unable to make their balloon payments when they are due, we may incur significant losses in our loan portfolio.

This results in our borrowers having significantly higher final payments due at maturity, known as "balloon payments." In the event our borrowers are unable to make their balloon payments when they are due, we may incur significant losses in our loan portfolio.

As previously disclosed, the adoption of the CECL model in ASC 326 was the cause of most of the increase in the allowance.

As previously disclosed, the adoption of the CECL model in ASC 326 was the cause of most of the increase in the allowance in 2023.

At December 31, 2023, the largest concentrations of unfunded commitments were lines of credit associated with construction and land development loans and commercial and industrial loans. Commercial and standby letters of credit are conditional commitments to guarantee the performance of a customer to a third party.

At December 31, 2024, the largest concentrations of unfunded commitments were lines of credit associated with construction and land development loans and commercial and industrial loans. Commercial and standby letters of credit are conditional commitments to guarantee the performance of a customer to a third party.

What changed in First Guaranty Bancshares, Inc.'s 10-K — 2023 vs 2024

Top changes in First Guaranty Bancshares, Inc.'s 2024 10-K

Item 1A. Risk Factors

Other FGBI 10-K year-over-year comparisons