First Guaranty Bancshares, Inc.
For the period ended Dec 31, 2024. Filed Mar 17, 2025.
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FY2024 · Filed Mar 17, 2025
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Item 15. Exhibits and Financial Statement Schedules
| (a) 1 · Consolidated Financial Statements | ||
|---|---|---|
| Item · Page | ||
| First Guaranty Bancshares, Inc. and Subsidiary | ||
| Report of Independent Registered Public Accounting Firm (PCAOB Firm ID No. 6982) | 66 | |
| Consolidated Balance Sheets - December 31, 2024 and 2023 | 70 | |
| Consolidated Statements of Income – Years Ended December 31, 2024 and 2023 | 71 | |
| Consolidated Statements of Comprehensive Income – Years Ended December 31, 2024 and 2023 | 72 | |
| Consolidated Statements of Changes in Shareholders' Equity – Years Ended December 31, 2024 and 2023 | 73 | |
| Consolidated Statements of Cash Flows - Years Ended December 31, 2024 and 2023 | 75 | |
| Notes to Consolidated Financial Statements | 76 | |
| 2 | Consolidated Financial Statement Schedules | |
| All schedules to the consolidated financial statements of First Guaranty Bancshares, Inc. and its subsidiary have been omitted because they are not required under the related instructions or are inapplicable, or because the required information has been provided in the consolidated financial statements or the notes thereto. | ||
| 3 | Exhibits | |
| The exhibits required by Regulation S-K are set forth in the following list and are filed either by incorporation by reference from previous filings with the Securities and Exchange Commission or by attachment to this Annual Report on Form 10-K as indicated below. | ||
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| Exhibit Number | Exhibit |
| 3.1 | Restated Articles of Incorporation of First Guaranty Bancshares, Inc. (1) |
| 3.2 | Articles of Amendment to the Restated Articles of Incorporation of First Guaranty Bancshares, Inc.(2) |
| 3.3 | Articles of Amendment to the Restated Articles of Incorporation of First Guaranty Bancshares, Inc. (11). |
| 3.4 | Bylaws of First Guaranty Bancshares, Inc.(3) |
| 3.5 | Amendment to Bylaws of First Guaranty Bancshares, Inc.(4) |
| 4.1 | Form of Common Stock Certificate of First Guaranty Bancshares, Inc.(5) |
| 4.2 | Subordinated Note, dated as of June 21, 2022, by and between First Guaranty Bancshares, Inc. and Edgar Ray Smith, III. (6) |
| 4.2 | Subordinated Note, dated as of March 28, 2024, by and between First Guaranty Bancshares, Inc. and Smith & Tate Investments L.L.C. (24) |
| 4.3 | Description of Common Stock (23). |
| 4.4 | Preferred Stock Specimen Certificate (10) |
| 4.5 | Description of Preferred Stock(18). |
| 4.6 | Deposit Agreement, dated as of April 27, 2021, by and between First Guaranty Bancshares, Inc. and Zions Bancorporation, National Association, and the holders from time to time of the depositary receipts described herein (12) |
| 4.7 | Form of Depositary Receipt representing Depositary Shares (12) |
| 10.1 | Subordinated Note Purchase Agreement, dated as of June 21, 2022, by and between First Guaranty Bancshares, Inc. and Edgar Ray Smith, III. (7) |
| 10.1 | Subordinated Note Purchase Agreement, dated as of March 28, 2024, by and between First Guaranty Bancshares, Inc. and Smith & Tate Investment, L.L.C. (25) |
| 10.1 | Loan Agreement, dated as of October 5, 2023, by and between First Guaranty Bancshares, Inc. and Burke & Herbert Bank & Trust Company (19) |
| 10.2 | Term Note, dated as of October 5, 2023, by and between First Guaranty Bancshares, Inc. and Burke & Herbert Bank & Trust Company (20) |
| 10.3 | Revolving Credit Note, dated as of October 5, 2023, by and between First Guaranty Bancshares, Inc. and Burke & Herbert Bank & Trust Company (21) |
| 10.4 | Pledge and Security Agreement, dated as of October 5, 2023, by and between First Guaranty Bancshares, Inc. and Burke & Herbert Bank & Trust Company (22) |
| 10.11 | First Guaranty Bank Equity Bonus Plan (17). |
| 10.12 | Form of Voting Agreement (16). |
| 14.3 | First Guaranty Bancshares, Inc. and Subsidiary Code of Conduct and Ethics for Employees, Officers and Directors (13). |
| 14.4 | First Guaranty Bancshares, Inc. Code of Ethics for Senior Financial Officers (14). |
| 19.1 | First Guaranty Bancshares, Inc. 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. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 32.2 | Certification of principal financial officer pursuant to 18 U.S.C. 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). |
(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.
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(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.
(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.
(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.
(8)Incorporated by reference to Exhibit 21 of the Registration statement on Form S-1 filed by First Guaranty Bancshares, Inc. with the Securities and Exchange Commission on October 24, 2014.
(9)Reserved
(10)Incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K filed by First Guaranty Bancshares, Inc. with the Securities and Exchange Commission on April 27, 2021.
(11)Incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed by First Guaranty Bancshares, Inc. with the Securities and Exchange Commission on April 27, 2021.
(12)Incorporated by reference to Exhibit 4.2 of the Current Report on Form 8-K filed by First Guaranty Bancshares, Inc. with the Securities and Exchange Commission on April 27, 2021.
(13)Incorporated by reference to Exhibit 14.3 of the Annual Report on Form 10-K for the year ended December 31, 2021 filed by First Guaranty Bancshares, Inc. with the Securities and Exchange Commission on March 16, 2022.
(14)Incorporated by reference to Exhibit 14.4 of the Annual Report on Form 10-K for the year ended December 31, 2021 filed by First Guaranty Bancshares, Inc. with the Securities and Exchange Commission on March 16, 2022.
(15)Incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by First Guaranty Bancshares, Inc. with the Securities and Exchange Commission on January 9, 2023.
(16)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 January 9, 2023.
(17)Incorporated by reference to Appendix A to the Definitive Proxy Statement file by First Guaranty Bancshares, Inc. on April 15, 2022.
(18)Incorporated by reference to Exhibit 4.5 of the Annual Report on Form 10-K for the year ended December 31, 2022 filed by First Guaranty Bancshares, Inc. with the Securities and Exchange Commission on March 16, 2023.
(19)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 October 12, 2023.
(20)Incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed by First Guaranty Bancshares, Inc. with the Securities and Exchange Commission on October 12, 2023.
(21)Incorporated by reference to Exhibit 10.3 of the Current Report on Form 8-K filed by First Guaranty Bancshares, Inc. with the Securities and Exchange Commission on October 12, 2023.
(22)Incorporated by reference to Exhibit 10.4 of the Current Report on Form 8-K filed by First Guaranty Bancshares, Inc. with the Securities and Exchange Commission on October 12, 2023.
(23)Incorporated by reference to Exhibit 4.3 of the Annual Report on Form 10-K for the year ended December 31, 2022 filed by First Guaranty Bancshares, Inc. with the Securities and Exchange Commission on March 16, 2023.
(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.
*Management contract or compensatory plan or arrangement.
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