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What changed in First Guaranty Bancshares, Inc.'s 10-K2024 vs 2025

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Paragraph-level year-over-year comparison of First Guaranty Bancshares, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+611 added506 removedSource: 10-K (2026-03-31) vs 10-K (2025-03-17)

Top changes in First Guaranty Bancshares, Inc.'s 2025 10-K

611 paragraphs added · 506 removed · 433 edited across 1 sections

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

433 edited+178 added73 removed402 unchanged
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.
Biggest changeSee the tables below for more detail on nonaccrual loans. -90- The following is a summary of nonaccrual loans by class at the dates indicated: As of December 31, 2025 (in thousands) With Related Allowance Without Related Allowance Total Real Estate: Construction & land development $ 436 $ 8,845 $ 9,281 Farmland 224 2,447 2,671 1 - 4 family 9,091 677 9,768 Multifamily 197 2,081 2,278 Non-farm non-residential 5,641 18,706 24,347 Total Real Estate 15,589 32,756 48,345 Non-Real Estate: Agricultural 1,257 915 2,172 Commercial and industrial 912 1,354 2,266 Commercial leases 5,803 837 6,640 Consumer and other 158 158 Total Non-Real Estate 8,130 3,106 11,236 Total Nonaccrual Loans $ 23,719 $ 35,862 $ 59,581 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 -91- 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, 2025 Term Loans by Origination Year (in thousands) 2025 2024 2023 2022 2021 Prior Revolving Loans Total Real Estate: Construction & land development: Pass $ 11,416 $ 8,479 $ 6,888 $ 31,030 $ 5,894 2,626 $ 6,005 $ 72,338 Special Mention 32 16,735 12,348 120 29,235 Substandard 1,273 1,810 41,808 961 2,066 2 47,920 Doubtful Total Construction & land development 12,689 10,321 65,431 44,339 7,960 2,748 6,005 149,493 Current period gross charge-offs 5,794 5,794 Farmland Pass 1,474 2,869 2,538 3,697 4,674 1,741 3,037 20,030 Special Mention 155 30 2,607 2,792 Substandard 2,852 3,797 35 2,654 9,338 Doubtful Total Farmland 1,474 5,876 6,335 3,762 4,674 7,002 3,037 32,160 Current period gross charge-offs 68 68 1- 4 family Pass 32,828 55,162 88,161 91,666 51,709 72,022 7,636 399,184 Special Mention 68 410 1,736 499 3,902 246 6,861 Substandard 2,285 116 4,898 4,535 3,436 6,746 636 22,652 Doubtful 76 76 Total 1- 4 family 35,113 55,346 93,469 98,013 55,644 82,670 8,518 428,773 Current period gross charge-offs 21 180 456 657 Multifamily Pass 2,994 435 6,936 41,186 5,258 6,148 3,658 66,615 Special Mention 22,950 15 40,890 63,855 Substandard 372 13,393 13,765 Doubtful Total Multifamily 2,994 435 30,258 54,594 46,148 6,148 3,658 144,235 Current period gross charge-offs 10,670 10,670 Non-farm non-residential Pass 16,962 38,215 113,566 150,487 65,144 171,799 10,726 566,899 Special Mention 194 16,662 25,187 31,289 10,533 71,231 27,969 183,065 Substandard 878 9,666 38,876 50,372 21,811 70,695 6,274 198,572 Doubtful Total non-farm non-residential 18,034 64,543 177,629 232,148 97,488 313,725 44,969 948,536 Current period gross charge-offs 9,432 33 3,360 66 12,891 Total Real Estate 70,304 136,521 373,122 432,856 211,914 412,293 66,187 1,703,197 Non-Real Estate: Agricultural Pass 1,713 1,716 1,435 1,779 1,219 2,705 14,328 24,895 Special Mention 70 85 72 1,014 79 1,320 Substandard 20 46 6,187 239 2,297 240 9,029 Doubtful Total Agricultural 1,783 1,821 1,553 8,980 1,458 5,081 14,568 35,244 Current period gross charge-offs 169 169 Commercial and industrial Pass 36,431 14,475 13,846 6,284 28,635 8,722 54,165 162,558 -92- Special Mention 33,579 160 2,098 5,052 607 256 516 42,268 Substandard 135 36 39 697 1,327 4,009 14,052 20,295 Doubtful 3,617 3,617 Total Commercial and industrial 70,145 18,288 15,983 12,033 30,569 12,987 68,733 228,738 Current period gross charge-offs 29 220 599 281 184 26 1,339 Commercial leases Pass 2,902 4,262 11,901 16,586 8,790 44,441 Special Mention Substandard 12,831 7,337 3,426 1,457 414 25,465 Doubtful 5,711 5,711 Total Commercial leases 2,902 17,093 24,949 20,012 10,247 414 75,617 Current period gross charge-offs 17,728 18,899 233 7,347 44,207 Consumer and other loans Pass 6,860 3,134 11,118 1,433 1,370 8,580 32,495 Special Mention 1 6 36 43 Substandard 32 37 94 147 142 33 485 Doubtful Total Consumer and other loans 6,892 3,171 11,213 1,586 1,548 8,613 33,023 Current period gross charge-offs 237 189 240 338 259 120 1,383 Total Non-Real Estate 81,722 40,373 53,698 42,611 43,822 27,095 83,301 372,622 Total Loans Pass 113,580 128,747 256,389 344,148 172,693 274,343 99,555 1,389,455 Special Mention 33,843 17,162 67,453 51,490 52,565 78,195 28,731 329,439 Substandard 4,603 27,368 97,267 79,753 30,478 86,850 21,202 347,521 Doubtful 3,617 5,711 76 9,404 Total Loans Before Unearned Income $ 152,026 $ 176,894 $ 426,820 $ 475,467 $ 255,736 $ 439,388 $ 149,488 $ 2,075,819 Unearned income (6,017) Total Loans Net of Unearned Income $ 2,069,802 Total Current Period Gross Charge-offs $ 266 $ 27,738 $ 19,738 $ 17,370 $ 11,330 $ 736 $ $ 77,178 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 -93- 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 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 -94- 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 -95- Note 6.
Subject to certain exceptions, the terms of our senior debt and subordinated debt prohibit us from paying dividends on shares of our capital stock at times when we are deferring the payment of interest on such subordinated debt.
Subject to certain exceptions, the terms of our senior debt and subordinated debt prohibit us from paying dividends on shares of our capital stock at times when we are deferring the payment of interest on such debt.
The increase in non-performing assets occurred primarily due to an increase in nonaccrual loans, partially offset by a decrease in loans 90 days greater delinquent and still accruing and other real estate owned. Nonperforming loans included loans previously classified as purchase credit deteriorated following the adoption of CECL.
The decrease in non-performing assets occurred primarily due to a decrease in nonaccrual loans and loans 90 days greater delinquent and still accruing, partially offset by an increase in other real estate owned. Nonperforming loans included loans previously classified as purchase credit deteriorated following the adoption of CECL.
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.
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.
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 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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
While we are unable to predict the full impact of this turmoil, it is likely to result in among other things, increased regulatory pressures, which could have material adverse effects on our business, results of operations, financial condition and growth prospects. Our FDIC deposit insurance premiums and assessments may increase, which would reduce our profitability.
While we are unable to predict the full impact of this turmoil, it is likely to result in among other things, increased regulatory pressures, which could have material adverse effects on our business, results of operations, financial condition and growth prospects. -31- Our FDIC deposit insurance premiums and assessments may increase, which would reduce our profitability.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97.1 Clawback policy 101.INS XBRL Instance Document 101.SCH XBRL Taxonomy Extension Schema. 101.CAL XBRL Taxonomy Extension Calculation Linkbase. 101.DEF XBRL Taxonomy Extension Definition Linkbase. 101.PRE XBRL Taxonomy Extension Label Linkbase. 101.LAB XBRL Taxonomy Extension Presentation Linkbase. 104 Cover Page Interactive Data (formatted as Inline XBRL and included in Exhibit 101).
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97.1 Clawback policy (30) 101.INS XBRL Instance Document 101.SCH XBRL Taxonomy Extension Schema. 101.CAL XBRL Taxonomy Extension Calculation Linkbase. 101.DEF XBRL Taxonomy Extension Definition Linkbase. 101.PRE XBRL Taxonomy Extension Label Linkbase. 101.LAB XBRL Taxonomy Extension Presentation Linkbase. 104 Cover Page Interactive Data (formatted as Inline XBRL and included in Exhibit 101).
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.
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. 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.
Nonfinancial reasons include management problems, pending litigation, an ineffective loan agreement or other material structural weakness, and any other significant deviation from prudent lending practices. -77- A substandard loan is inadequately protected by the paying capacity of the obligor or of the collateral pledged, if any. Loans classified as substandard have a well-defined weakness.
Nonfinancial reasons include management problems, pending litigation, an ineffective loan agreement or other material structural weakness, and any other significant deviation from prudent lending practices. A substandard loan is inadequately protected by the paying capacity of the obligor or of the collateral pledged, if any. Loans classified as substandard have a well-defined weakness.
The advances outstanding at December 31, 2024 were comprised of two long term advances totaling $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.
The advances outstanding at December 31, 2025 and December 31, 2024 were comprised of two long term advances totaling $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.
Such financial instruments are recorded when they are funded. -79- Income taxes First Guaranty and its subsidiary file a consolidated federal income tax return on a calendar year basis. In lieu of Louisiana state income tax, the Bank is subject to the Louisiana bank shares tax, which is included in noninterest expense in First Guaranty's consolidated financial statements.
Such financial instruments are recorded when they are funded. Income taxes First Guaranty and its subsidiary file a consolidated federal income tax return on a calendar year basis. In lieu of Louisiana state income tax, the Bank is subject to the Louisiana bank shares tax, which is included in noninterest expense in First Guaranty's consolidated financial statements.
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.
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. -82- Allowance for credit losses The allowance for credit losses is established through a provision for credit losses charged to expense.
There was a provision of $0.1 million recorded in the fourth quarter of 2024. The allowance for credit losses for held to maturity securities was $0.2 million at December 31, 2024. The following tables set forth the stated maturities and weighted average yields of our investment securities at December 31, 2024.
There was a provision of $0.1 million recorded in the fourth quarter of 2024. The allowance for credit losses for held to maturity securities was $0.2 million at December 31, 2025 and December 31, 2024. The following tables set forth the stated maturities and weighted average yields of our investment securities at December 31, 2025.
Additional shares are owned by family members or associates of our principal shareholders; the interests of these shareholders may coincide more with the interests of the principal shareholder than with the interests of the other holders of our common stock. Our ability to declare and pay dividends is limited.
Additional shares are owned by family members or associates of our principal shareholders; the interests of these shareholders may coincide more with the interests of the principal shareholder than with the interests of the other holders of our common stock. -32- Our ability to declare and pay dividends is limited.
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 $0.8 million and $0.1 million were included in operating cash flows for the respective years.
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 $1.4 million and $0.8 million were included in operating cash flows for the respective years.
(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.
(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.
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.
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.
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.
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.
(6) 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. (7) 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 23, 2022.
(6) 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. -121- (7) 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 23, 2022.
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.
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.
(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.
(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. (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.
In addition, litigation can be costly, regardless of outcome. Any financial liability, litigation costs or reputational damage caused by PPP-related litigation or media attention could have a material adverse impact on our business, financial condition, and results of operations. -22- The PPP has also attracted interest from federal and state enforcement authorities, oversight agencies, regulators, and U.S. Congressional committees.
In addition, litigation can be costly, regardless of outcome. Any financial liability, litigation costs or reputational damage caused by PPP-related litigation or media attention could have a material adverse impact on our business, financial condition, and results of operations. -23- The PPP has also attracted interest from federal and state enforcement authorities, oversight agencies, regulators, and U.S. Congressional committees.
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.
Item 9C - Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable -118- 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.
These guarantees are primarily issued to support public and private borrowing arrangements, including commercial paper, bond financing and similar transactions. The majority of these guarantees are short-term, one year or less; however, some guarantees extend for up to three years. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities.
These guaranties are primarily issued to support public and private borrowing arrangements, including commercial paper, bond financing and similar transactions. The majority of these guaranties are short-term, one year or less; however, some guaranties extend for up to three years. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities.
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.
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.
For more information on how cybersecurity risk may materially affect the organization, please refer to Item 1A Risk Factors. -33- Item 2 - Properties First Guaranty does not directly own any real estate, but it does own real estate indirectly through the Bank. The Bank operates 35 banking facilities. The following table sets forth certain information relating to each office.
For more information on how cybersecurity risk may materially affect the organization, please refer to Item 1A Risk Factors. -35- Item 2 - Properties First Guaranty does not directly own any real estate, but it does own real estate indirectly through the Bank. The Bank operates 30 banking facilities. The following table sets forth certain information relating to each office.
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 more efficiently invest these deposits in higher yielding loans to improve the net interest margin and earnings.
First Guaranty intends 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.
The amount of collateral obtained, if deemed necessary upon extension of credit, is based on Management's credit evaluation of the counterpart. Collateral requirements vary but may include accounts receivable, inventory, property, plant and equipment, residential real estate and commercial properties. Standby and commercial letters of credit are conditional commitments to guarantee the performance of a customer to a third party.
The amount of collateral obtained, if deemed necessary upon extension of credit, is based on Management's credit evaluation of the counterpart. Collateral requirements vary but may include accounts receivable, inventory, property, plant and equipment, residential real estate and commercial properties. Standby and commercial letters of credit are conditional commitments to guaranty the performance of a customer to a third party.
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 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 guaranties on CRE loans.
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.
Prepayments of mortgages that collateralize mortgage-backed securities also affect the maturity of the securities portfolio. -56- 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.
Our market area in Southeast Louisiana is close to New Orleans and the Gulf of Mexico, areas which are susceptible to hurricanes, tropical storms, flooding and other natural disasters and adverse weather conditions which could result in a disruption of our operations and increases in loan losses. In recent years, hurricanes have affected several of our markets in Southeast Louisiana.
Our market area in Southeast Louisiana is close to New Orleans and the Gulf of America, areas which are susceptible to hurricanes, tropical storms, flooding and other natural disasters and adverse weather conditions which could result in a disruption of our operations and increases in loan losses. In recent years, hurricanes have affected several of our markets in Southeast Louisiana.
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.
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. -70- The following interest sensitivity analysis is one measurement of interest rate risk.
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. Investment Securities.
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.
The allowance for credit 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 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.
During 2024 and 2023 net gains, net of tax, reclassified out of AOCI into earnings totaled $0. At December 31, 2024, First Guaranty's exposure to investment securities issuers that exceeded 10% of shareholders' equity was as follows: December 31, 2024 (in thousands) Amortized Cost Fair Value U.S.
During 2025 and 2024 net gains, net of tax, reclassified out of AOCI into earnings totaled $0. At December 31, 2025, First Guaranty's exposure to investment securities issuers that exceeded 10% of shareholders' equity was as follows: December 31, 2025 (in thousands) Amortized Cost Fair Value U.S.
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.
Item 16 - Form 10-K Summary None. -122- 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.
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 Level 3 as of December 31, 2024 includes corporate debt and municipal securities. Loans evaluated individually .
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 Level 3 as of December 31, 2025 includes corporate debt and municipal securities. Loans evaluated individually .
The initial fixed rate periods are typically one, three, or five year periods. -42- Non-performing Assets Non-performing assets consist of non-performing loans and other real-estate owned. Non-performing 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.
The initial fixed rate periods are typically one, three, or five year periods. -46- Non-performing Assets Non-performing assets consist of non-performing loans and other real-estate owned. Non-performing 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.
The Bank held loans that were individually evaluated for impairment at December 31, 2024 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 Bank held loans that were individually evaluated for impairment at December 31, 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.
On May 19, 2022 the shareholders of First Guaranty adopted the First Guaranty Bank Equity Bonus Plan. The plan established an equity bonus pool of 80,000 shares. All full time employees of First Guaranty are eligible to participate. In May of 2024, 29,293 shares were distributed to five members of executive management.
On May 19, 2022 the shareholders of First Guaranty adopted the First Guaranty Bank Equity Bonus Plan, which established an equity bonus pool of 80,000 shares. All full time employees of First Guaranty were eligible to participate. In May of 2024, 29,293 shares were distributed to five members of executive management.
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.
Item 6 - [Reserved] -39- 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." -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.
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." -65- 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, 2024 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, 2025 illustrated below reflects a liability-sensitive position with a negative cumulative gap on a one-year basis.
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.
Management has the intent and ability to hold these debt securities until maturity or until anticipated recovery. -87- 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, 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.
Fair values of other real estate owned ("OREO") at December 31, 2025 and 2024 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.
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.
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, 2025, 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, 2024 compared with year ended December 31, 2023 .
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, 2025 compared with year ended December 31, 2024 .
These guarantees are primarily issued to support public and private borrowing arrangements, including commercial paper, bond financing and similar transactions. The majority of these guarantees are short-term (one year or less); however, some guarantees extend for up to three years.
These guaranties are primarily issued to support public and private borrowing arrangements, including commercial paper, bond financing and similar transactions. The majority of these guaranties are short-term (one year or less); however, some guaranties extend for up to three years.
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.
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, 2025 and December 31, 2024.
Risk Associated with an Investment in our Securities An active, liquid market for our securities may not be sustained. Our shares of common stock began trading on the Nasdaq Global Market in November 2015. An active trading market for shares of our common stock may not be sustained on Nasdaq due to our existing float and trading volume.
Risks Associated with an Investment in our Securities An active, liquid market for our securities may not be sustained. Our shares of common stock began trading on the Nasdaq Global Market in November 2015. An active trading market for shares of our common stock may not be sustained on Nasdaq due to our existing float and trading volume.
Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audit of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Range Avenue Denham Springs, LA 70726 Denham Springs Banking Center 2005 Owned 500 West Pine Street Ponchatoula, LA 70454 Ponchatoula Banking Center 2016 Owned 29815 Walker Rd S Walker, LA 70785 Walker Banking Center 2007 Owned 6151 Hwy 10 Greensburg, LA 70441 Greensburg Banking Center 2011 Owned 35651 Hwy 16 Montpelier, LA 70422 Montpelier Banking Center 2011 Owned 33818 Hwy 16 Denham Springs, LA 70706 Watson Banking Center 2011 Owned 8951 Synergy Dr. #100 McKinney, TX 75070 McKinney Banking Center 2017 Owned 7600 Woodway Drive Waco, TX 76712 Waco Banking Center 2017 Owned 2209 W.
Range Avenue Denham Springs, LA 70726 Denham Springs Banking Center 2005 Owned 500 West Pine Street Ponchatoula, LA 70454 Ponchatoula Banking Center 2016 Owned 29815 Walker Rd S Walker, LA 70785 Walker Banking Center 2007 Owned 6151 Hwy 10 Greensburg, LA 70441 Greensburg Banking Center 2011 Owned 33818 Hwy 16 Denham Springs, LA 70706 Watson Banking Center 2011 Owned 8951 Synergy Dr. #100 McKinney, TX 75070 McKinney Banking Center* 2017 Owned 7600 Woodway Drive Waco, TX 76712 Waco Banking Center* 2017 Owned 2209 W.
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. -106- Note 21.
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. -111- Note 21.
Insider Trading Policy 21 Subsidiaries of the First Guaranty Bancshares, Inc.(8) 23.1 Consent of Griffith, DeLaney, Hillman & Lett CPA, PSC. 31.1 Certification of principal executive officer pursuant to Exchange Act Rule 13(a)-15(e) pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of principal financial officer pursuant to Exchange Act Rule 13(a)-15(e) pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification of principal executive officer pursuant to 18 U.S.C.
Insider Trading Policy (29) 21 Subsidiaries of the First Guaranty Bancshares, Inc.(8) 23.1 Consent of EisnerAmper, LLP. 23.2 Consent of Griffith, DeLaney, Hillman & Lett CPA, PSC. 31.1 Certification of principal executive officer pursuant to Exchange Act Rule 13(a)-15(e) pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of principal financial officer pursuant to Exchange Act Rule 13(a)-15(e) pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification of principal executive officer pursuant to 18 U.S.C.
Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 15, 2024, which is available on the SEC's website at www.sec.gov and First Guaranty's website, www.fgb.net This discussion and analysis contains forward-looking statements that are subject to certain risks and uncertainties and are based on certain assumptions that we believe are reasonable but may prove to be inaccurate.
Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 17, 2025, which is available on the SEC's website at www.sec.gov and First Guaranty's website, www.fgb.net This discussion and analysis contains forward-looking statements that are subject to certain risks and uncertainties and are based on certain assumptions that we believe are reasonable but may prove to be inaccurate.
We are subject to regulatory enforcement risk, reputation risk and litigation risk regarding our participation in the PPP and Main Street Lending Program and we are subject to the risk that the SBA may not fund some or all PPP loan guarantees .
We are subject to regulatory enforcement risk, reputation risk and litigation risk regarding our participation in the Paycheck Protection Program ("PPP") and Main Street Lending Program and we are subject to the risk that the SBA may not fund some or all PPP loan guarantees .
First Guaranty is compliant with the established thresholds as of December 31, 2024. Personal, commercial and residential loans are granted to customers, most of who reside in northern and southern areas of Louisiana.
First Guaranty is compliant with the established thresholds as of December 31, 2025. Personal, commercial and residential loans are granted to customers, most of who reside in northern and southern areas of Louisiana.
(24) 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 3, 2024.
(24) 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 3, 2024. (25) 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 April 3, 2024.
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 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. 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.
A discussion regarding significant changes in our financial condition from December 31, 2022 to December 31, 2023 and our results of operations for the year ended December 31, 2022 can be found under "Item 7.
A discussion regarding significant changes in our financial condition from December 31, 2023 to December 31, 2024 and our results of operations for the year ended December 31, 2023 can be found under "Item 7.
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 and Fannie Mae. 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.
U.S. government agencies consist of FHLB, FFCB, Freddie Mac and Fannie Mae obligations. Mortgage-backed securities that we purchase are issued by Freddie Mac and Fannie Mae. 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.
If our underwriting of these syndicated loans is not sufficient, our non-performing loans may increase, and our earnings may decrease. -21- If the allowance for credit losses is not sufficient to cover actual loan losses, earnings could decrease.
If our underwriting of these syndicated loans is not sufficient, our non-performing loans may increase, and our earnings may decrease. -22- If the allowance for credit losses is not sufficient to cover actual loan losses, earnings could decrease.
At December 31, 2024 One Year or Less More than One Year through Five Years More than Five Years through Ten Years More than Ten Years (in thousands except for %) Carrying Value Weighted Average Yield Carrying Value Weighted Average Yield Carrying Value Weighted Average Yield Carrying Value Weighted Average Yield Available for sale: U.S.
At December 31, 2025 One Year or Less More than One Year through Five Years More than Five Years through Ten Years More than Ten Years (in thousands except for %) Carrying Value Weighted Average Yield Carrying Value Weighted Average Yield Carrying Value Weighted Average Yield Carrying Value Weighted Average Yield Available for sale: U.S.
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.
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, the valuation of the deferred tax asset, and the valuation of investment securities.
Capital Resources Our capital position is reflected in total 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.
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.
See Note 19 for a detailed description of fair value measurements. Transfers of Financial Assets Transfers of financial assets are accounted for as sales, when control over the assets has been surrendered.
See Note 20 for a detailed description of fair value measurements. Transfers of Financial Assets Transfers of financial assets are accounted for as sales, when control over the assets has been surrendered.
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 has diversified its CRE portfolio across both industries and geographic location.
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.
Based on our evaluation under the framework in Internal Control Integrated Framework , Management concluded that internal control over financial reporting was effective as of December 31, 2024.
Based on our evaluation under the framework in Internal Control Integrated Framework , Management concluded that internal control over financial reporting was effective as of December 31, 2025.
Item 4 - Mine Safety Disclosures Not applicable. -36- PART II Item 5 - Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities Shares of our common stock are traded on the Nasdaq Global Market under the symbol "FGBI". As of December 31, 2024, there were approximately 1,600 holders of record of our common stock.
Item 4 - Mine Safety Disclosures Not applicable. -38- PART II Item 5 - Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities Shares of our common stock are traded on the Nasdaq Global Market under the symbol "FGBI". As of December 31, 2025, there were approximately 1,600 holders of record of our common stock.
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.
Our wholly-owned subsidiary, First Guaranty Bank, a Louisiana-chartered commercial bank, provides personalized commercial banking services primarily to Louisiana and Texas customers through 30 banking facilities primarily located in the MSAs of Hammond, Baton Rouge, Lafayette, Shreveport-Bossier City, and Alexandria, Louisiana and Dallas-Fort Worth-Arlington, Waco, Texas and Mideast markets in Kentucky and West Virginia.
Government Agencies Corporate debt securities 2 1,965 (35) 12 9,617 (633) 14 11,582 (668) Municipal bonds 2 505 (4) 34 5,406 (335) 36 5,911 (339) Collateralized mortgage obligations 8 31,619 (446) 8 31,619 (446) Mortgage-backed securities 15 65,089 (1,721) 6 3,410 (210) 21 68,499 (1,931) Total available for sale securities 29 $ 147,793 $ (2,299) 52 $ 18,433 $ (1,178) 81 $ 166,226 $ (3,477) Held to maturity: U.S.
Treasuries 2 $ 48,615 $ (93) $ $ 2 $ 48,615 $ (93) Corporate debt securities 2 1,965 (35) 12 9,617 (633) 14 11,582 (668) Municipal bonds 2 505 (4) 34 5,406 (335) 36 5,911 (339) Collateralized mortgage obligations 8 31,619 (446) 8 31,619 (446) Mortgage-backed securities 15 65,089 (1,721) 6 3,410 (210) 21 68,499 (1,931) Total available for sale securities 29 $ 147,793 $ (2,299) 52 $ 18,433 $ (1,178) 81 $ 166,226 $ (3,477) Held to maturity: U.S.

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Other FGBI 10-K year-over-year comparisons