First Guaranty Bancshares, Inc.

Except as disclosed in the updated risk factors below and elsewhere in this report, there are no material changes during the period covered by this Report to the risk factors previously disclosed in our 2024 Form 10-K. In particular, please see the discussion under the in Part I Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this report.

A portion of our loan portfolio is comprised of commercial and industrial loans secured by accounts receivables, inventory, equipment or other commercial collateral, the deterioration in value of which could increase the potential for future losses.

At September 30, 2025, $227.1 million, or 9.9% of our total loans, was comprised of commercial and industrial loans to businesses collateralized by general business assets including, among other things, accounts receivable, inventory and equipment and generally backed by a personal guaranty of the borrower or principal. These commercial and industrial loans are typically larger in amount than loans to individuals and, therefore, have the potential for larger losses on a single loan basis. Additionally, the repayment of commercial and industrial loans is subject to the ongoing business operations of the borrower. The collateral securing such loans generally includes movable property such as equipment and inventory, which may decline in value more rapidly than we anticipate, or may be difficult to market and sell, exposing us to increased credit risk. Significant adverse changes in the economy or local market conditions in which our commercial lending customers operate could cause rapid declines in loan collectability and the values associated with general business assets, resulting in inadequate collateral coverage that may expose us to credit losses and could adversely affect our business, financial condition and results of operations.

As discussed further in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this report, we established a specific reserves of $39.8 million during the third quarter of 2025 for commercial lease exposure to entities related to an auto parts manufacturer that declared Chapter 11 bankruptcy. However, this specific allowance may not be sufficient with respect to our credit exposure to this borrower relationship, and the allowance for commercial and industrial loans generally may not be sufficient to fully address future losses in this portfolio.

We hold certain intangible assets that could be classified as impaired in the future. If these assets are considered to be either partially or fully impaired in the future, our earnings and the book values of these assets would decrease.

We are required to test goodwill and core deposit intangible assets for impairment on a periodic basis. The impairment testing process considers a variety of factors, including macroeconomic conditions, industry and market considerations, cost factors, and financial performance.

We performed an impairment test as of September 30, 2025, which resulted in the impairment of all $12.9 million of goodwill on our books as of that date. The impairment was the result of First Guaranty's stock price trading below book value and the recent increase in credit provisions. That impairment testing did not result in an impairment of our core deposit intangible assets. If an impairment determination is made in a future reporting period, either with respect to such core deposit intangible assets or other intangible assets we may acquire in the future, our earnings and the book value of these intangible assets will be reduced by the amount of the impairment which would adversely affect our financial performance.

(a)On September 30, 2025, First Guaranty issued an aggregate of 232,775 shares of its common stock, $1.00 par value per share (the “Common Stock”), for aggregate offering proceeds of $1.0 million. 122,503 shares were issued in a private placement, with the proceeds used for general corporate purposes, including to support continued growth and to enhance regulatory capital ratios. An additional 110,272 shares were issued as payment-in-kind in lieu of interest payments pursuant to that certain Promissory Note, dated as of June 4, 2025, by and between First Guaranty Bancshares, Inc. and Smith & Tate Investment, L.L.C. (the “Promissory Note Amendment”), and that certain First Amendment to the First Guaranty Bancshares, Inc. Floating Rate Subordinated Note due March 28, 2034, dated as of June 4, 2025, by and between First Guaranty and Smith & Tate Investment, L.L.C. (the “Subordinated Note Amendment”). The Company did not receive any proceeds of the payment-in-kind issuance. These issuances of common stock by First Guaranty were made to “accredited investors” in reliance upon the exemptions from registration available under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D.

(b)Not applicable.

(c)Not applicable.

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None.

Not applicable.