Form 8-K

8-K — First Guaranty Bancshares, Inc.

Accession: 0001408534-26-000057

Filed: 2026-07-27

Period: 2026-07-27

CIK: 0001408534

SIC: 6035 (SAVINGS INSTITUTION, FEDERALLY CHARTERED)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — fgbi-20260727.htm (Primary)

EX-99.1 — EX-99.1 PRESS RELEASE (fgbi-ex991earningspressrel.htm)

EX-99.2 (fgbi-ex992pressreleaselett.htm)

GRAPHIC (fgbi-20260727_g1.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: fgbi-20260727.htm · Sequence: 1

fgbi-20260727

0001408534false00014085342026-04-272026-04-270001408534us-gaap:CommonStockMember2026-04-272026-04-270001408534us-gaap:NoncumulativePreferredStockMember2026-04-272026-04-27

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 27, 2026

FIRST GUARANTY BANCSHARES, INC.

(Exact name of registrant as specified in its charter)

Louisiana 001-37621 26-0513559

(State or other jurisdiction (Commission File Number) (I.R.S. Employer

incorporation or organization) Identification Number)

400 East Thomas Street

Hammond, Louisiana

70401

(Address of principal executive offices) (Zip Code)

(985) 345-7685

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common Stock, $1 par value FGBI The Nasdaq Stock Market LLC

Depositary Shares (each representing a 1/40th interest in a share of 6.75% Series A Fixed-Rate Non-Cumulative perpetual preferred stock) FGBIP The Nasdaq Stock Market LLC

Item 2.02. Results of Operations and Financial Condition

On July 27, 2026, First Guaranty Bancshares, Inc. issued a press release reporting its financial results at and for the six months ended June 30, 2026.

The Press Release is enclosed as Exhibit 99.1 to this report. The information in Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.

Item 9.01. Financial Statements and Exhibits.

Exhibit 99.1 Press Release dated July 27, 2026.

Exhibit 99.2 Letter to Shareholders dated July 27, 2026.

Forward Looking Statements

This letter contains forward-looking statements within the meaning of the U.S. federal securities laws. Forward-looking statements are any statements other than statements of historical fact which represent our current judgement about possible future events. We believe these judgements are reasonable, but these statements are not guarantees of any future events or financial results, and our actual results may differ materially due to a variety of factors, many of which are described in our most recent Annual Report on Form 10-K and our other filings with the U.S. Securities and Exchange Commission. We caution readers not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update or otherwise revise any forward-looking statements.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

FIRST GUARANTY BANCSHARES, INC.

(Registrant)

Date: July 27, 2026

By: /s/Eric J. Dosch

Eric J. Dosch

Chief Financial Officer

INDEX TO EXHIBITS

Exhibit Number Description

Exhibit 99.1

Press Release July 27, 2026 "First Guaranty Bancshares, Inc. Announces Second Quarter 2026 Financial Results."

Exhibit 99.2

Letter to Shareholders dated July 27, 2026.

EX-99.1 — EX-99.1 PRESS RELEASE

EX-99.1

Filename: fgbi-ex991earningspressrel.htm · Sequence: 2

Document

EXHIBIT 99.1

JULY 27, 2026

NEWS FOR IMMEDIATE RELEASE

CONTACT: ERIC J. DOSCH, CFO

985.375.0308

First Guaranty Bancshares, Inc. Announces Second Quarter 2026 Financial Results

Hammond, Louisiana, July 27, 2026 – First Guaranty Bancshares, Inc. ("First Guaranty") (NASDAQ: FGBI), the holding company for First Guaranty Bank, announced its unaudited financial results for the second quarter and six months ending June 30, 2026.

Financial Highlights for the second quarter and six months ended June 30, 2026, are as follows:

•Net income (loss) for the three months ended June 30, 2026 and 2025 was $3.4 million and $(7.3) million, respectively. Net income (loss) for the six months ended June 30, 2026 and 2025 was $6.2 million and $(13.5) million, respectively, an increase of $19.6 million.

•Total assets decreased $183.3 million and were $3.9 billion at June 30, 2026 compared to $4.1 billion at December 31, 2025. Total loans at June 30, 2026 were $1.8 billion, a decrease of $304.6 million, or 14.7%, compared with December 31, 2025. Total deposits were $3.5 billion at June 30, 2026, a decrease of $175.8 million, or 4.8%, compared with December 31, 2025. Retained earnings were $18.7 million at June 30, 2026, an increase of $4.7 million compared to $14.1 million at December 31, 2025. Shareholders' equity was $227.4 million and $226.2 million at June 30, 2026 and December 31, 2025, respectively.

•Earnings (loss) per common share were $0.17 and $(0.61) for the three months ended June 30, 2026 and 2025, respectively. Total weighted average shares outstanding were 16,326,060 and 12,910,785 for the three months ended June 30, 2026 and 2025, respectively. Earnings (loss) per common share were $0.31 and $(1.15) for the six months ended June 30, 2026 and 2025, respectively. Total weighted average shares outstanding were 16,062,514 and 12,709,905 for the six months ended June 30, 2026 and 2025, respectively.

•The allowance for credit losses was 1.94% of total loans at June 30, 2026 compared to 1.97% at December 31, 2025.

•Net interest income for the three months ended June 30, 2026 was $22.3 million compared to $22.2 million for the three months ended June 30, 2025. Net interest income for the six months ended June 30, 2026 was $43.0 million compared to $44.5 million for the six months ended June 30, 2025.

•The provision for credit losses for the three months ended June 30, 2026 was $2.6 million compared to $16.6 million for the three months ended June 30, 2025. The provision for credit losses for the six months ended June 30, 2026 was $5.3 million compared to $31.2 million for the six months ended June 30, 2025.

•Charge-offs were $7.7 million during the three months ended June 30, 2026 and $1.1 million during the same period in 2025. Recoveries totaled $0.9 million during the three months ended June 30, 2026 and $0.2 million during the same period in 2025. Charge-offs were $13.2 million during the six months ended June 30, 2026 and $8.0 million during the same period in 2025. Recoveries totaled $1.5 million during the six months ended June 30, 2026 and $0.4 million during the same period in 2025.

•First Guaranty had $29.7 million of other real estate owned as of June 30, 2026 compared to $35.1 million at December 31, 2025.

•The net interest margin for the three months ended June 30, 2026 was 2.37% which was an increase of 3 basis points from the net interest margin of 2.34% for the same period in 2025. The net interest margin for the six months ended June 30, 2026 was 2.22% which was a decrease of 13 basis points from the net interest margin of 2.35% for the same period in 2025. Loans as a percentage of average interest earning assets decreased to 49.5% at June 30, 2026 compared to 66.5% at June 30, 2025.

•Investment securities totaled $1.2 billion at June 30, 2026, an increase of $214.7 million when compared to $999.3 million at December 31, 2025. At June 30, 2026, available for sale securities, at fair value, totaled $890.8 million, an increase of $214.2 million when compared to $676.6 million at December 31, 2025. At June 30, 2026, held to maturity securities, at amortized cost and net of the allowance for credit losses totaled $323.2 million, an increase of $0.5 million when compared to $322.7 million at December 31, 2025. The allowance for credit losses for HTM securities was $0.2 million at June 30, 2026 and December 31, 2025.

•Total loans net of unearned income were $1.8 billion at June 30, 2026, a net decrease of $304.6 million from December 31, 2025. Total loans net of unearned income are reduced by the allowance for credit losses which totaled $34.3 million at June 30, 2026 and $40.8 million at December 31, 2025, respectively.

•Nonaccrual loans decreased $19.0 million to $40.6 million at June 30, 2026 compared to $59.6 million at December 31, 2025.

•At June 30, 2026, the largest 10 non-performing loan relationships comprise 78% of total non-performing assets. Additional details on the non-performing relationships are as follows:

1.A $23.3 million loan relationship secured by an independent living center located in Louisiana; the loan was transferred to other real estate owned in the fourth quarter of 2025.

2.A $10.8 million loan relationship secured by an assisted living center located in Texas; the loan was placed on nonaccrual in the third quarter of 2025.

3.A $7.7 million loan relationship secured by commercial land development located in Texas; the loan was placed on nonaccrual in the second quarter of 2026.

4.A $5.2 million loan relationship was placed on nonaccrual during the second quarter of 2025. The loan is secured by multifamily apartment complexes located in Louisiana. This loan relationship had a specific reserve of $0.8 million as of June 30, 2026.

5.A $2.4 million guaranteed loan secured by livestock and farmland located in Louisiana; the loan was placed in nonaccrual in the fourth quarter of 2024.

6.A $1.5 million loan secured by a hotel in Louisiana; the loan was placed on nonaccrual during the second quarter of 2026. This loan relationship had a specific reserve of $0.6 million as of June 30, 2026.

7.A $1.2 million loan secured by multiple office buildings located in West Virginia; the loan was placed on nonaccrual during the second quarter of 2025.

8.A $1.0 million loan secured by commercial real estate in Texas; the loan was placed on nonaccrual during the third quarter of 2024.

9.A $0.8 million loan secured by a retail strip center located in Louisiana; the loan was placed on nonaccrual during the fourth quarter of 2025.

10.A $0.8 million loan secured by a mobile home park located in New Mexico; the loan was transferred to other real estate owned in the second quarter of 2026.

•First Guaranty charged off $7.7 million in loan balances during the second quarter of 2026. The details of the $7.7 million in charged-off loans were as follows:

1.First Guaranty charged off $5.7 million on a commercial lease relationship during the second quarter of 2026. This relationship had no remaining principal balance as of June 30, 2026.

2.First Guaranty charged off $0.8 million on a commercial lease relationship during the second quarter of 2026. This relationship had no remaining principal balance as of June 30, 2026.

3.First Guaranty charged off $0.7 million on a non-farm non-residential loan relationship during the second quarter of 2026. This relationship had a remaining principal balance of $0.4 million as of June 30, 2026.

4.Smaller loans and overdrawn deposit accounts comprised the remaining $0.5 million of charge-offs for the second quarter of 2026.

•Special mention loan relationships totaled $186.6 million as of June 30, 2026, a decline of $142.9 million compared to December 31, 2025.

•Substandard loan relationships totaled $276.6 million as of June 30, 2026, a decline of $71.0 million compared to December 31, 2025.

•There were no doubtful loan relationships as of June 30, 2026, a decline of $9.4 million compared to December 31, 2025.

•Noninterest expense totaled $17.2 million for the second quarter 2026, $16.7 million for the first quarter 2026, $16.8 million for the fourth quarter of 2025, $30.2 million for the third quarter of 2025 (including $12.9 million of goodwill impairment), and $17.3 million for the second quarter of 2025. Full time equivalent employees totaled 333 at June 30, 2026 compared to 360 at June 30, 2025.

•Return on average assets for the three months ended June 30, 2026 and 2025 was 0.35% and (0.75)%, respectively. Return on average assets for the six months ended June 30, 2026 and 2025 was 0.31% and (0.69)%, respectively. Return on average common equity for the three months ended June 30, 2026 and 2025 was 5.95% and (14.33)%, respectively. Return on average common equity for the six months ended June 30, 2026 and 2025 was 5.24% and (13.31)% respectively. Return on average assets is calculated by dividing annualized net income by average assets. Return on average common equity is calculated by dividing annualized net income by average common equity.

•Book value per common share was $11.75 as of June 30, 2026 compared to $12.23 as of December 31, 2025. The decrease was due primarily to the changes in accumulated other comprehensive income ("AOCI") and recent issuance of new shares. AOCI is comprised of unrealized gains and losses on available for sale securities, including unrealized losses on available for sale securities at the time of transfer to held to maturity.

•First Guaranty's Board of Directors declared cash dividends of $0.01 per common share in the second quarter of 2026 and 2025. First Guaranty has paid 132 consecutive quarterly dividends as of June 30, 2026.

•First Guaranty paid preferred stock dividends of $1.2 million during the first six months of 2026 and 2025.

•On March 10, 2026, First Guaranty Bank entered into an agreement with Armstrong Bank, Muskogee, Oklahoma, to sell the Bank's Texas operations, consisting of five branches and related deposits, loans and certain other assets, to Armstrong Bank. The transaction is expected to consist of approximately $227 million in deposits and $93 million in loans. The transaction is expected to close on July 31, 2026.

About First Guaranty

First Guaranty Bancshares, Inc. is the holding company for First Guaranty Bank, a Louisiana state-chartered bank. Founded in 1934, First Guaranty Bank offers a wide range of financial services and focuses on building client relationships and providing exceptional customer service. First Guaranty Bank currently operates thirty locations throughout Louisiana, Texas, Kentucky and West Virginia. First Guaranty’s common stock trades on the NASDAQ under the symbol FGBI. For more information, visit www.fgb.net.

Forward Looking Statements

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended with respect to the financial condition, liquidity, results of operations, and future performance of the business of First Guaranty Bancshares, Inc. These forward-looking statements are intended to be covered by the safe harbor for “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995. Forward-looking statements are those that are not historical facts. Forward-looking statements include statements with respect to beliefs, plans, objectives, goals, expectations, anticipations, estimates and intentions that are subject to significant risks and uncertainties and are subject to change based on various factors (some of which

are beyond our control). Forward-looking statements often include the words “believes,” “expects,” “anticipates,” “estimates,” “forecasts,” “intends,” “plans,” “targets,” “potentially,” “probably,” “projects,” “outlook” or similar expressions or future conditional verbs such as “may,” “will,” “should,” “would” and “could.” We caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions and uncertainties that are difficult to predict. These forward-looking statements are subject to a number of factors and uncertainties, including, without limitation, the “Risk Factors” referenced in our most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q, and other risks and uncertainties listed from time to time in our reports and documents filed with the Securities and Exchange Commission. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise. Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements.

No Offer or Solicitation

This release does not constitute or form part of any offer to sell, or a solicitation of an offer to purchase, any securities of First Guaranty. There will be no sale of securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

FIRST GUARANTY BANCSHARES, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS (unaudited)

(in thousands, except share data) June 30, 2026 December 31, 2025

Assets

Cash and cash equivalents:

Cash and due from banks $ 781,030 $ 845,150

Federal funds sold 546 551

Cash and cash equivalents 781,576 845,701

Interest-earning time deposits with banks 250 250

Investment securities:

Available for sale, at fair value (cost of $901,862 and $674,139 respectively)

890,758 676,592

Held to maturity, at cost and net of allowance for credit losses of $150 (estimated fair value of $265,294 and $268,094 respectively)

323,203 322,675

Investment securities 1,213,961 999,267

Federal Home Loan Bank stock, at cost 10,433 10,206

Loans, net of unearned income 1,765,210 2,069,802

Less: allowance for credit losses 34,299 40,755

Net loans 1,730,911 2,029,047

Premises and equipment, net 72,656 59,585

Intangible assets, net 2,218 2,638

Other real estate, net 29,721 35,084

Accrued interest receivable 11,875 12,455

Other assets 41,409 84,088

Total Assets $ 3,895,010 $ 4,078,321

Liabilities and Shareholders' Equity

Deposits:

Noninterest-bearing demand $ 415,296 $ 414,604

Interest-bearing demand 1,092,746 1,165,061

Savings 224,436 213,936

Time 1,724,574 1,839,276

Total deposits 3,457,052 3,632,877

Repurchase agreements 7,227 7,119

Accrued interest payable 17,492 17,637

Long-term advances from Federal Home Loan Bank 135,000 135,000

Senior long-term debt 14,214 14,203

Junior subordinated debentures 29,835 29,805

Other liabilities 6,840 15,462

Total Liabilities 3,667,660 3,852,103

Shareholders' Equity

Preferred stock, Series A - $1,000 par value - 100,000 shares authorized

Non-cumulative perpetual; 34,500 issued and outstanding 33,058 33,058

Common stock, $1 par value - 100,600,000 shares authorized; 16,539,094 and 15,793,433 shares issued and outstanding 16,539 15,793

Surplus 176,492 170,621

Retained earnings 18,742 14,055

Accumulated other comprehensive (loss) income (17,481) (7,309)

Total Shareholders' Equity 227,350 226,218

Total Liabilities and Shareholders' Equity $ 3,895,010 $ 4,078,321

See Notes to Consolidated Financial Statements

FIRST GUARANTY BANCSHARES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME (unaudited)

Three Months Ended

June 30, Six Months Ended

June 30,

(in thousands, except share data) 2026 2025 2026 2025

Interest Income:

Loans (including fees) $ 33,090 $ 41,013 $ 66,369 $ 83,982

Deposits with other banks 6,073 7,511 14,710 13,510

Securities (including FHLB stock) 12,118 5,797 22,477 11,292

Total Interest Income 51,281 54,321 103,556 108,784

Interest Expense:

Demand deposits 8,241 12,708 17,851 24,912

Savings deposits 963 1,336 1,909 2,598

Time deposits 17,395 15,196 35,994 31,086

Borrowings 2,404 2,841 4,835 5,725

Total Interest Expense 29,003 32,081 60,589 64,321

Net Interest Income 22,278 22,240 42,967 44,463

Less: Provision for credit losses 2,625 16,610 5,250 31,158

Net Interest Income after Provision for Credit Losses 19,653 5,630 37,717 13,305

Noninterest Income:

Service charges, commissions and fees 736 834 1,494 1,683

ATM and debit card fees 655 778 1,297 1,525

Net gains on securities — — 1 —

Net gains on sale of assets — — 44 4

Other 508 544 1,271 1,298

Total Noninterest Income 1,899 2,156 4,107 4,510

Total Business Revenue, Net of Provision for Credit Losses 21,552 7,786 41,824 17,815

Noninterest Expense:

Salaries and employee benefits 7,029 7,843 14,381 16,284

Occupancy and equipment expense 2,361 2,605 4,825 5,245

Other 7,818 6,819 14,731 13,755

Total Noninterest Expense 17,208 17,267 33,937 35,284

Income (Loss) Before Income Taxes 4,344 (9,481) 7,887 (17,469)

Provision (benefit) for income taxes 913 (2,178) 1,713 (4,000)

Net Income (Loss) 3,431 (7,303) 6,174 (13,469)

Less: Preferred stock dividends 582 582 1,164 1,164

Net Income (Loss) Available to Common Shareholders $ 2,849 $ (7,885) $ 5,010 $ (14,633)

Per Common Share:

Earnings (Loss) $ 0.17 $ (0.61) $ 0.31 $ (1.15)

Cash dividends paid $ 0.01 $ 0.01 $ 0.02 $ 0.02

Weighted Average Common Shares Outstanding 16,326,060 12,910,785 16,062,514 12,709,905

See Notes to Consolidated Financial Statements

FIRST GUARANTY BANCSHARES, INC. AND SUBSIDIARY

CONSOLIDATED AVERAGE BALANCE SHEETS (unaudited)

Three Months Ended June 30, 2026 Three Months Ended June 30, 2025

(in thousands except for %) Average Balance Interest Yield/Rate (5) Average Balance Interest Yield/Rate (5)

Assets

Interest-earning assets:

Interest-earning deposits with banks $ 657,069 $ 6,073 3.71 % $ 676,456 $ 7,511 4.45 %

Securities (including FHLB stock) 1,243,273 12,118 3.91 % 671,090 5,797 3.46 %

Federal funds sold 544 — — % 573 — — %

Loans held for sale — — — % — — — %

Loans, net of unearned income (6) 1,864,702 33,090 7.12 % 2,459,978 41,013 6.69 %

Total interest-earning assets 3,765,588 $ 51,281 5.46 % 3,808,097 $ 54,321 5.72 %

Noninterest-earning assets:

Cash and due from banks 24,787 20,676

Premises and equipment, net 68,430 66,172

Other assets 44,854 22,876

Total Assets $ 3,903,659 $ 3,917,821

Liabilities and Shareholders' Equity

Interest-bearing liabilities:

Demand deposits $ 1,064,664 $ 8,241 3.11 % $ 1,367,486 $ 12,708 3.73 %

Savings deposits 219,383 963 1.76 % 243,589 1,336 2.20 %

Time deposits 1,759,634 17,395 3.96 % 1,406,320 15,196 4.33 %

Borrowings 186,565 2,404 5.17 % 200,862 2,841 5.67 %

Total interest-bearing liabilities 3,230,246 $ 29,003 3.60 % 3,218,257 $ 32,081 4.00 %

Noninterest-bearing liabilities:

Demand deposits 416,385 406,409

Other 31,969 39,427

Total Liabilities 3,678,600 3,664,093

Shareholders' equity 225,059 253,728

Total Liabilities and Shareholders' Equity $ 3,903,659 $ 3,917,821

Net interest income $ 22,278 $ 22,240

Net interest rate spread (1) 1.86 % 1.72 %

Net interest-earning assets (2) $ 535,342 $ 589,840

Net interest margin (3), (4) 2.37 % 2.34 %

Average interest-earning assets to interest-bearing liabilities 116.57 % 118.33 %

(1)Net interest rate spread represents the difference between the yield on average interest-earning assets and the cost of average interest-bearing liabilities.

(2)Net interest-earning assets represents total interest-earning assets less total interest-bearing liabilities.

(3)Net interest margin represents net interest income divided by average total interest-earning assets.

(4)The tax adjusted net interest margin was 2.39% and 2.35% for the above periods ended June 30, 2026 and 2025 respectively. A 21% tax rate was used to calculate the effect on securities income from tax exempt securities for the above periods ended June 30, 2026 and 2025 respectively.

(5)Annualized.

(6)Includes loan fees of $1.2 million for the three months ended June 30, 2026 and 2025.

FIRST GUARANTY BANCSHARES, INC. AND SUBSIDIARY

CONSOLIDATED AVERAGE BALANCE SHEETS (unaudited)

Six Months Ended June 30, 2026 Six Months Ended June 30, 2025

(in thousands except for %) Average Balance Interest Yield/Rate (5) Average Balance Interest Yield/Rate (5)

Assets

Interest-earning assets:

Interest-earning deposits with banks $ 800,580 $ 14,710 3.71 % $ 612,331 $ 13,510 4.45 %

Securities (including FHLB stock) 1,174,109 22,477 3.86 % 664,386 11,292 3.43 %

Federal funds sold 546 — — % 523 — — %

Loans held for sale — — — % 1,705 — — %

Loans, net of unearned income (6) 1,936,196 66,369 6.91 % 2,541,990 83,982 6.66 %

Total interest-earning assets 3,911,431 $ 103,556 5.34 % 3,820,935 $ 108,784 5.74 %

Noninterest-earning assets:

Cash and due from banks 24,411 20,517

Premises and equipment, net 63,743 66,550

Other assets 46,862 26,847

Total Assets $ 4,046,447 $ 3,934,849

Liabilities and Shareholders' Equity

Interest-bearing liabilities:

Demand deposits $ 1,146,400 $ 17,851 3.14 % $ 1,370,630 $ 24,912 3.67 %

Savings deposits 217,272 1,909 1.77 % 240,265 2,598 2.18 %

Time deposits 1,817,975 35,994 3.99 % 1,423,912 31,086 4.40 %

Borrowings 186,351 4,835 5.23 % 201,441 5,725 5.73 %

Total interest-bearing liabilities 3,367,998 $ 60,589 3.63 % 3,236,248 $ 64,321 4.01 %

Noninterest-bearing liabilities:

Demand deposits 416,993 404,214

Other 35,461 39,679

Total Liabilities 3,820,452 3,680,141

Shareholders' equity 225,995 254,708

Total Liabilities and Shareholders' Equity $ 4,046,447 $ 3,934,849

Net interest income $ 42,967 $ 44,463

Net interest rate spread (1) 1.71 % 1.73 %

Net interest-earning assets (2) $ 543,433 $ 584,687

Net interest margin (3), (4) 2.22 % 2.35 %

Average interest-earning assets to interest-bearing liabilities 116.14 % 118.07 %

(1)Net interest rate spread represents the difference between the yield on average interest-earning assets and the cost of average interest-bearing liabilities.

(2)Net interest-earning assets represents total interest-earning assets less total interest-bearing liabilities.

(3)Net interest margin represents net interest income divided by average total interest-earning assets.

(4)The tax adjusted net interest margin was 2.23% and 2.35% for the above periods ended June 30, 2026 and 2025 respectively. A 21% tax rate was used to calculate the effect on securities income from tax exempt securities for the above periods ended June 30, 2026 and 2025 respectively.

(5)Annualized.

(6)Includes loan fees of $2.8 million for the six months ended June 30, 2026 and 2025.

The following table summarizes the components of First Guaranty's loan portfolio as of June 30, 2026, March 31, 2026, December 31, 2025, and September 30, 2025:

June 30, 2026 March 31, 2026 December 31, 2025 September 30, 2025

(in thousands except for %) Balance As % of Category Balance As % of Category Balance As % of Category Balance As % of Category

Real Estate:

Construction & land development $ 99,000 5.6 % $ 109,758 5.7 % $ 149,493 7.2 % $ 231,156 10.1 %

Farmland 30,878 1.7 % 31,377 1.6 % 32,160 1.5 % 31,685 1.4 %

1- 4 Family 420,388 23.8 % 427,518 22.2 % 428,773 20.7 % 441,017 19.3 %

Multifamily 85,772 4.8 % 127,973 6.6 % 144,235 6.9 % 137,582 6.0 %

Non-farm non-residential 790,300 44.7 % 879,022 45.5 % 948,536 45.7 % 1,003,198 43.9 %

Total Real Estate 1,426,338 80.6 % 1,575,648 81.6 % 1,703,197 82.0 % 1,844,638 80.7 %

Non-Real Estate:

Agricultural 42,860 2.4 % 37,899 2.0 % 35,244 1.7 % 44,737 2.0 %

Commercial and industrial 222,627 12.6 % 214,368 11.1 % 228,738 11.0 % 227,077 9.9 %

Commercial leases 56,619 3.2 % 71,110 3.7 % 75,617 3.7 % 134,958 5.9 %

Consumer and other 21,223 1.2 % 31,070 1.6 % 33,023 1.6 % 34,763 1.5 %

Total Non-Real Estate 343,329 19.4 % 354,447 18.4 % 372,622 18.0 % 441,535 19.3 %

Total loans before unearned income 1,769,667 100.0 % 1,930,095 100.0 % 2,075,819 100.0 % 2,286,173 100.0 %

Unearned income (4,457) (5,518) (6,017) (6,432)

Total loans net of unearned income $ 1,765,210 $ 1,924,577 $ 2,069,802 $ 2,279,741

The table below sets forth the amounts and categories of our nonperforming assets at the dates indicated.

(in thousands) June 30, 2026 March 31, 2026 December 31, 2025 September 30, 2025

Nonaccrual loans:

Real Estate:

Construction and land development $ 18,823 $ 9,466 $ 9,281 $ 8,707

Farmland 2,595 2,633 2,671 2,777

1- 4 family 7,593 8,865 9,768 10,536

Multifamily 2,215 2,231 2,278 23,998

Non-farm non-residential 7,064 21,789 24,347 42,532

Total Real Estate 38,290 44,984 48,345 88,550

Non-Real Estate:

Agricultural 1,436 1,645 2,172 1,886

Commercial and industrial 841 1,224 2,266 5,339

Commercial leases — 6,483 6,640 18,358

Consumer and other 27 73 158 132

Total Non-Real Estate 2,304 9,425 11,236 25,715

Total nonaccrual loans 40,594 54,409 59,581 114,265

Loans 90 days and greater delinquent & accruing:

Real Estate:

Construction and land development — — — —

Farmland — — — —

1- 4 family — 107 763 —

Multifamily — — — —

Non-farm non-residential — 123 33 —

Total Real Estate — 230 796 —

Non-Real Estate:

Agricultural — — — —

Commercial and industrial — — — —

Commercial leases — — — —

Consumer and other — — — —

Total Non-Real Estate — — — —

Total loans 90 days and greater delinquent & accruing — 230 796 —

Total non-performing loans 40,594 54,639 60,377 114,265

Real Estate Owned:

Real Estate Loans:

Construction and land development 1,161 1,161 8,161 8,545

Farmland — — — —

1- 4 family 897 851 351 234

Multifamily — — — —

Non-farm non-residential 27,663 26,860 26,572 3,271

Total Real Estate 29,721 28,872 35,084 12,050

Non-Real Estate Loans:

Agricultural — — — —

Commercial and industrial — — — —

Commercial leases — — — —

Consumer and other — — — —

Total Non-Real Estate — — — —

Total Real Estate Owned 29,721 28,872 35,084 12,050

Total non-performing assets $ 70,315 $ 83,511 $ 95,461 $ 126,315

Non-performing assets to total loans 3.98 % 4.34 % 4.61 % 5.54 %

Non-performing assets to total assets 1.81 % 2.11 % 2.34 % 3.33 %

Non-performing loans to total loans 2.30 % 2.84 % 2.92 % 5.01 %

Nonaccrual loans to total loans 2.30 % 2.83 % 2.88 % 5.01 %

Allowance for credit losses to nonaccrual loans 84.49 % 70.74 % 68.40 % 75.01 %

Net loan charge-offs to average loans 1.22 % 0.99 % 3.17 % 1.55 %

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

Top 10 Non-Performing Assets

Balance Allocated Reserve Origination Year Location

Asset Description

1 Independent Living Center OREO $ 23,301 $ — 2021 Louisiana

2 Assisted Living Center 10,789 — 2023-2025 Texas

3 Commercial Land Development 7,723 73 2023 Texas

4 Apartment Complex 5,181 794 2023 Louisiana

5 Farmland 2,391 — 2020 Louisiana

6 Hotel 1,522 550 2016 Louisiana

7 Commercial Building 1,175 — 2023 West Virginia

8 Commercial Real Estate 965 — 2017 Texas

9 Retail Strip Center 833 5 2016 Louisiana

10 Mobile Home Park OREO 831 — 2020 New Mexico

$ 54,711 $ 1,422

The table below provides a status update as of June 30, 2026 on the previously reported Top 10 Nonperforming Assets in first quarter 2026.

Top 10 Nonperforming Assets

March 31, 2026 June 30, 2026

Balance Allocated Reserve Location Status

Asset Description

1 Independent Living Center $ 23,301 $ — Louisiana Remains in OREO

2 Assisted Living Center 14,488 — Louisiana Paid Off

3 Assisted Living Center 9,138 — Texas Remains Nonaccrual

4 Commercial Lease 5,711 — Multistate Charged Off

5 Apartment Complex 5,208 857 Louisiana Remains Nonaccrual

6 Farmland 1,422 — Louisiana Remains Nonaccrual

7 Commercial Real Estate 1,308 28 Texas Remains Nonaccrual

8 Commercial Building 1,199 21 West Virginia Remains Nonaccrual

9 Mobile Home Park 1,164 — New Mexico Transferred to OREO

10 Poultry/Cattle Farm 997 — Louisiana Remains Nonaccrual

$ 63,936 $ 906

The tables below list the top 10 special mention and substandard relationships as of June 30, 2026.

Top 10 Special Mention Relationships

Balance Allocated Reserve Origination Year(s) Location

Relationship Description

1 Assisted Living Facility 33,467 — 2022 Alabama

2 Construction Business 20,607 — 2022-2024 Louisiana & Texas

3 Assisted Living Facility 16,602 — 2017 Louisiana

4 Recreational Park 16,465 — 2020 Louisiana

5 Land Subdivision 16,152 — 2022 Texas

6 Warehouse Facility 15,750 — 2011 Louisiana & Tennessee

7 Hotel Property 14,518 — 2023 Florida

8 Multipurpose Commercial Real Estate Building 8,884 — 2023 Louisiana

9 Multipurpose Commercial Real Estate Building 7,317 — 2021 Texas

10 Hotel Property 4,592 — 2023 Georgia

$ 154,354 $ —

Top 10 Substandard Relationships

Balance Allocated Reserve Origination Year(s) Location

Relationship Description

1 Medical Facilities $ 45,302 $ — 2008-2022 Louisiana

2 Owner Occupied Office Building 30,705 — 2023 Utah

3 Manufacturing Company 30,270 — 2015-2024 Louisiana

4 Medical Facilities 23,176 ` — 2020-2021 Arkansas

5 Commercial Retail Shopping Center 13,204 — 2020-2022 Oklahoma

6 Food Processor 12,755 — 2022-2024 Ohio

7 Gas Station & Convenience Store 11,420 — 2023 Louisiana

8 Assisted Living Facility 10,789 — 2023-2025 Texas

9 Commercial Land Development 7,723 73 2023 Texas

10 Timber & Lodging 7,006 — 2022-2024 Louisiana

$ 192,350 $ 73

The following table presents, for the periods indicated, the major categories of other noninterest expense:

Three Months Ended June 30, Six Months Ended June 30,

(in thousands) 2026 2025 2026 2025

Other noninterest expense:

Legal and professional fees $ 787 $ 671 $ 1,480 $ 1,759

Data processing 365 349 690 686

ATM fees 344 502 702 852

Marketing and public relations 189 163 411 404

Taxes - sales, capital, and franchise 518 543 1,034 1,043

Operating supplies 39 49 111 86

Software expense and amortization 1,237 1,188 2,409 2,404

Travel and lodging 127 126 182 198

Telephone 92 104 186 195

Amortization of core deposit intangibles 174 174 348 348

Donations 86 82 153 140

Net costs from other real estate and repossessions 530 24 898 74

Regulatory assessment 1,808 1,609 3,616 3,153

Other 1,522 1,235 2,511 2,413

Total other noninterest expense $ 7,818 $ 6,819 $ 14,731 $ 13,755

The following table presents, for the periods indicated, the major categories of other noninterest expense:

Three Months Ended June 30, Three Months Ended March 31, Three Months Ended December 31, Three Months Ended September 30,

(in thousands) 2026 2026 2025 2025

Other noninterest expense:

Legal and professional fees $ 787 $ 693 $ 665 $ 988

Data processing 365 325 331 336

ATM fees 344 358 432 390

Marketing and public relations 189 222 174 151

Taxes - sales, capital, and franchise 518 516 237 542

Operating supplies 39 72 48 66

Software expense and amortization 1,237 1,172 1,289 1,211

Travel and lodging 127 55 133 88

Telephone 92 94 91 88

Amortization of core deposit intangibles 174 174 174 174

Donations 86 67 33 51

Net costs from other real estate and repossessions 530 368 815 13

Regulatory assessment 1,808 1,808 1,778 1,777

Other 1,522 989 1,437 1,330

Total other noninterest expense $ 7,818 $ 6,913 $ 7,637 $ 7,205

Non-GAAP Financial Measures

Our accounting and reporting policies conform to accounting principles generally accepted in the United States, or GAAP, and the prevailing practices in the banking industry. However, we also evaluate our performance based on certain additional metrics. Tangible book value per share and the ratio of tangible equity to tangible assets are not financial measures recognized under GAAP and, therefore, are considered non-GAAP financial measures.

Our management, banking regulators, many financial analysts and other investors use these non-GAAP financial measures to compare the capital adequacy of banking organizations with significant amounts of preferred equity and/or goodwill or other intangible assets, which typically stem from the use of the purchase accounting method of accounting for mergers and acquisitions. Tangible equity, tangible assets, tangible book value per share or related measures should not be considered in isolation or as a substitute for total shareholders' equity, total assets, book value per share or any other measure calculated in accordance with GAAP. Moreover, the manner in which we calculate tangible equity, tangible assets, tangible book value per share and any other related measures may differ from that of other companies reporting measures with similar names.

The following table reconciles, as of the dates set forth below, shareholders' equity (on a GAAP basis) to tangible equity and total assets (on a GAAP basis) to tangible assets and calculates our tangible book value per share.

At June 30, At December 31,

(in thousands except for share data and %) 2026 2025 2024 2023 2022

Tangible Common Equity

Total shareholders' equity $ 227,350 $ 226,218 $ 255,049 $ 249,631 $ 234,991

Adjustments:

Preferred 33,058 33,058 33,058 33,058 33,058

Goodwill — — 12,900 12,900 12,900

Acquisition intangibles 1,918 2,266 2,962 3,658 4,355

Other intangibles 100 100 100 100 —

Tangible common equity $ 192,274 $ 190,794 $ 206,029 $ 199,915 $ 184,678

Common shares outstanding

16,539,094 15,793,433 12,504,717 12,475,424 10,716,796

Book value per common share

$ 11.75 $ 12.23 $ 17.75 $ 17.36 $ 18.84

Tangible book value per common share

$ 11.63 $ 12.08 $ 16.48 $ 16.03 $ 17.23

Tangible Assets

Total Assets $ 3,895,010 $ 4,078,321 $ 3,972,728 $ 3,552,772 $ 3,151,347

Adjustments:

Goodwill — — 12,900 12,900 12,900

Acquisition intangibles 1,918 2,266 2,962 3,658 4,355

Other intangibles 100 100 100 100 —

Tangible Assets $ 3,892,992 $ 4,075,955 $ 3,956,766 $ 3,536,114 $ 3,134,092

Tangible common equity to tangible assets 4.94 % 4.68 % 5.21 % 5.65 % 5.89 %

Regulatory Capital

Risk-based capital regulations adopted by the FDIC require banks to achieve and maintain specified ratios of capital to risk-weighted assets. Similar capital regulations apply to bank holding companies over $3.0 billion in assets. The risk-based capital rules are designed to measure "Tier 1" capital (consisting of common equity, retained earnings and a limited amount of qualifying perpetual preferred stock and trust preferred securities, net of goodwill and other intangible assets and accumulated other comprehensive income) and total capital in relation to the credit risk of both on- and off- balance sheet items. Under the guidelines, one of its risk weights is applied to the different on-balance sheet items. Off-balance sheet items, such as loan commitments, are also subject to risk weighting. Applicable bank holding companies and all banks must maintain a minimum total capital to total risk weighted assets ratio of 8.00%, at least half of which must be in the form of core or Tier 1 capital. These guidelines also specify that bank holding companies that are experiencing internal growth or making acquisitions will be expected to maintain capital positions substantially above the minimum supervisory levels.

In order to avoid limitations on distributions, including dividend payments, and certain discretionary bonus payments to executive officers, an institution must hold a capital conservation buffer above its minimum risk-based capital requirements. As of June 30, 2026, the Bank's capital conservation buffer was 8.21% exceeding the minimum of 2.50%. As of June 30, 2026, First Guaranty's capital conservation buffer was 6.81% exceeding the minimum of 2.50%.

As a result of the Economic Growth, Regulatory Relief, and Consumer Protection Act, the Federal Reserve Board has amended its small bank holding company and savings and loan holding company policy statement to provide that holding companies with consolidated assets of less than $3 billion that are (i) not engaged in significant nonbanking activities, (ii) do not conduct significant off-balance sheet activities, and (3) do not have a material amount of SEC-registered debt or equity securities, other than trust preferred securities, that contribute to an organization's complexity, are no longer subject to regulatory capital requirements, effective August 30, 2018. On January 1, 2024, First Guaranty ceased being considered a "small bank holding company". Accordingly, both the Bank and First Guaranty are required to maintain specified ratios of capital to risk-weighted assets.

In addition, as a result of the legislation, the federal banking agencies have developed a "Community Bank Leverage Ratio" (the ratio of a bank's Tier 1 capital to average total consolidated assets) for financial institutions with assets of less than $10 billion. A "qualifying community bank" that exceeds this ratio will be deemed to be in compliance with all other capital and leverage requirements, including the capital requirements to be considered "well capitalized" under Prompt Corrective Action statutes. The federal banking agencies may consider a financial institution's risk profile when evaluating whether it qualifies as a community bank for purposes of the capital ratio requirement. The federal banking agencies initially set the new Community Bank Leverage Ratio at 9%. In April 2026, the federal banking agencies finalized a rule lowering the Community Bank Leverage Ratio to 8%, effective July 1, 2026; early adoption is not permitted. As of June 30, 2026, the Bank has not elected to follow the Community Bank Leverage Ratio.

At June 30, 2026, we satisfied the minimum regulatory capital requirements and were well capitalized within the meaning of federal regulatory requirements.

"Well Capitalized Minimums" As of June 30, 2026 As of December 31, 2025

Tier 1 Leverage Ratio

Bank 5.00% 7.09% 6.90%

Consolidated N/A 6.22% 5.93%

Tier 1 Risk-based Capital Ratio

Bank 8.00% 14.95% 12.24%

Consolidated 8.00% 13.10% 10.52%

Total Risk-based Capital Ratio

Bank 10.00% 16.21% 13.48%

Consolidated 10.00% 15.97% 13.12%

Common Equity Tier One Capital Ratio

Bank 6.50% 14.95% 12.24%

Consolidated N/A 11.31% 9.03%

EX-99.2

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EXHIBIT 99.2

JULY 27, 2026

NEWS FOR IMMEDIATE RELEASE

CONTACT: ERIC J. DOSCH, CFO

985.375.0308

Dear shareholders,

“We continue to move forward with our business strategy to reduce balance sheet risk, improve earnings, and grow capital. As we look further into the remainder of this year, I want to further expand upon our continuing strategy. First, we are focused on reducing our non-performing and criticized assets. We will continue to report on our top 10 largest non-performing assets and our top 10 adversely classified and special mention loans. Since the top 10 loans in each category drive the overall portfolio balances, a change in just a few loans significantly improves our loan portfolio. This occurred in the second quarter as a $14.0 million non-accrual relationship paid off.

“Our internal guidance is to reduce adversely classified assets to less than 30% of our bank’s total regulatory capital. By improving our bank Total Capital ratio to over 16% at June 30, 2026, we have come a long way in managing credit risk since the ratio was 11.28% at June 30, 2024. We have established an internal risk weighted capital ratio guidance of 14% or higher for our bank subsidiary. We are now well below the regulatory guidance for commercial real estate at approximately 254.4% of total bank capital at June 30, 2026.

“Our senior management has initiated a plan for each of the adversely classified assets with a balance in excess of $2.0 million. We are working with our borrowers to improve the underlying credit quality of their loans, or in several cases refinance to another financial institution. We are actively marketing our OREO properties. One property, an independent living center, makes up 80% of our OREO balance at June 30, 2026. Our book balance is $23.3 million for this property. We estimate its quarterly carrying cost to be about $0.3 million or $1.2 million annually.

“Our internal and external loan review continue to rigorously evaluate credits. The senior management loan committee unanimously approves new loans in excess of $2.5 million. The lending team is developing a more diversified loan portfolio with smaller credits than previously originated. We believe this strategy reduces future credit risk and translates into expanded customer relationships.

“We are reducing surplus liquidity on our balance sheet in order to improve our margins and our Tier 1 leverage ratio. First Guaranty increased on balance sheet liquidity during the time period when we changed our business model to address asset quality issues. The laddered portfolio of brokered deposits that mature in 2026 and 2027 provides First Guaranty with the option to reduce excess liquidity. Our on-balance sheet cash can offset maturing or called brokered deposits. Our bank-level Tier 1 leverage ratio was 7.09% at June 30, 2026. Our target ratio is 9.0% or greater.

“First Guaranty continues to invest in operational efficiency. Our Board of Directors has approved a strategy to expand the use of artificial intelligence across our operations, governed by a formal risk management framework consistent with our regulatory obligations. An internal leadership team is focused on implementing practical AI solutions that lower operating costs and improve products and services for our customers. As part of this strategy, we are deploying AI capabilities within a private, secure cloud environment that keeps our data under our control and enhances client service.

“First Guaranty provides essential banking services for our local communities. I look forward to leading us forward as we achieve our goal to be the premier community bank for the markets we serve in Louisiana, Kentucky and West Virginia.”

Sincerely,

/s/ Michael R. Mineer

Michael R. Mineer

President and Chief Executive Officer

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Details

Name:

us-gaap_StatementClassOfStockAxis=us-gaap_CommonStockMember

Namespace Prefix:

Data Type:

Balance Type:

Period Type:

- Details

Name:

us-gaap_StatementClassOfStockAxis=us-gaap_NoncumulativePreferredStockMember

Namespace Prefix:

Data Type:

Balance Type:

Period Type: