First Guaranty Bancshares, Inc.
For the period ended Dec 31, 2025. Filed Mar 31, 2026.
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FY2025 · Filed Mar 31, 2026
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Item 8. Financial Statements and Supplementary Data
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EisnerAmper LLP
To the Shareholders and Board of Directors of
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of First Guaranty Bancshares, Inc. and Subsidiary (the “Company”) as of December 31, 2025, and the related consolidated statements of income, comprehensive income (loss), changes in shareholders’ equity, and cash flows for the year then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2025, and the consolidated results of their operations and their cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit 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 also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the Audit Committee and that: (i) related to accounts or disclosures that are material to the financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which they relate.
Allowance for Credit Losses
The Company’s loans held for investment portfolio totaled $2.07 billion as of December 31, 2025, and the allowance for credit losses (“ACL”) on loans held for investment was $40.8 million. The Company’s unfunded loan commitments totaled $251.1 million as of December 31, 2025, and the reserve for unfunded commitments was $700,000. These amounts are included in the ACL and reserve for unfunded commitments. As more fully described in Notes 1 and 6 to the Company’s financial statements, the Company estimates its exposure to expected credit losses as of the balance sheet date, for existing financial instruments held at amortized cost, and off-balance sheet exposures, such as unfunded loan commitments, letters of credit and other financial guarantees that are not unconditionally cancellable by the Company. The Company measures expected credit losses of financial assets on a collective (pool) basis when the financial assets share similar risk characteristics. Loans that do not share risk characteristics with a segment are evaluated individually.
We identified the valuation of the ACL as a critical audit matter, as the determination of the ACL requires management to exercise significant judgment and could have a material impact on the Company’s financial statements. Management must consider numerous subjective factors, including determining portfolio segmentation, qualitative factors used to adjust the calculated allowance for credit losses, loan credit risk grading and identifying loans requiring individual evaluation among others. As disclosed by management, different assumptions and conditions could result in a materially different amount for the estimate of the ACL. As such, there is a high degree of auditor judgment and subjectivity, and significant audit effort was required in performing procedures in auditing the ACL.
Addressing the critical audit matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements. The primary procedures we performed to address this critical audit matter included:
Obtained an understanding of the Company's process for establishing the ACL, including determination of the qualitative factors and reserve assumptions for loans evaluated on an individual basis, and evaluated the process utilized by management to challenge the model results and determine the best estimate of the ACL as of the balance sheet date;
Evaluated the design and tested the implementation of controls associated with the ACL process including:
reliability and accuracy of data used in the model,
management’s review and approval of the selected qualitative factors,
classifications of loans by loan segment,
identification of problem loans,
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risk rating grades assigned to loans, and
management’s review and approval of the ACL;
Evaluated the appropriateness of the models and methodologies used in quantitative calculations;
Tested the completeness and accuracy of data used in the estimate;
Evaluated if qualitative factors were applied based on a comprehensive framework and compared to the adjustments utilized by management to both internal portfolio metrics and external macroeconomic data (as applicable) to support adjustments and evaluate trends in such adjustments based on independently obtained forecasts;
Verified historical net loss;
Performed loan reviews in order to evaluate the accuracy of loan credit ratings and reasonableness of specific reserves on individually evaluated loans; and
Evaluated the disclosures in the financial statements.
Identification of Adverse Conditions and Events
Net loss for the year ended December 31, 2025 was $56.0 million, primarily resulting from the goodwill impairment charge of $12.9 million and provision for credit losses of $81.7 million. The Company’s non-performing assets, which consist of non-performing loans and other real estate owned, were $95.5 million, or 2.34% of total assets as of December 31, 2025.
Management is required to evaluate whether relevant conditions and events, considered in the aggregate, indicate that it is probable the Company will be unable to meet its obligations as they become due and maintain satisfactory regulatory capital within one year after the date the financial statements are issued.
This evaluation involved significant judgment taking into consideration forward‑looking analyses, including liquidity and capital stress testing, which assessed the Company’s ability to meet its obligations under certain adverse conditions such as accelerated deposit outflows, constrained access to secondary liquidity sources, and elevated credit losses within the criticized loan portfolio. The evaluation of the Company’s ability to meet its obligations, including stress scenarios, required significant judgement with respect to the assumptions associated with depositor behavior, availability of funding sources, and regulatory capital requirements.
Addressing this matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. The primary procedures we performed to address this critical audit matter included:
Evaluated management’s identification of relevant adverse conditions and events known and reasonably knowable as of the financial statement issuance date that could affect the Company’s ability to meet its obligations and maintain satisfactory regulatory capital within the assessment period;
Obtained an understanding of the Company’s process for developing its stress testing models and evaluated the results of the model validation performed by a third-party management specialist engaged by management;
Evaluated the reasonableness of key assumptions used in management’s liquidity and capital stress testing, including assumptions related to deposit runoff and stability, projected credit losses, borrowing capacity, availability and terms of secondary liquidity sources, and compliance with regulatory capital and liquidity thresholds under various stress scenarios;
Performed independent stress analyses to assess the sensitivity of management’s liquidity and capital projections under further downside scenarios; and
Evaluated management’s liquidity forecasts, including assessments of expected depositor behavior, anticipated cash inflows and outflows, and the impact of projected losses on regulatory capital ratios.
/s/ EisnerAmper LLP
We have served as the Company’s auditor since 2025.
Metairie, Louisiana
March 31, 2026
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Griffith, DeLaney, Hillman & Lett, CPAs, PSC
To the Shareholders and Board of Directors
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of First Guaranty Bancshares, Inc. and Subsidiary (First Guaranty) as of December 31, 2024, and the related consolidated statements of income, comprehensive income, changes in shareholders’ equity, and cash flows, and the related notes (collectively referred to as the financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of First Guaranty as of December 31, 2024, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinions
These financial statements are the responsibility of First Guaranty’s management. Our responsibility is to express an opinion on First Guaranty’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to First Guaranty in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. 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. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
We served as First Guaranty's auditor from 2022 to 2025.
Ashland, Kentucky
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| (in thousands, except share data) | December 31, 2025 | December 31, 2024 |
|---|---|---|
| Assets | ||
| Cash and cash equivalents: | ||
| Cash and due from banks | $845,150 | $563,778 |
| Federal funds sold | 551 | 430 |
| Cash and cash equivalents | 845,701 | 564,208 |
| Interest-earning time deposits with banks | 250 | 250 |
| Investment securities: | ||
| Available for sale, at fair value (cost of $674,139 and $284,321, respectively) | 676,592 | 281,097 |
| Held to maturity, at cost and net of allowance for credit losses of $150 (estimated fair value of $268,094 and $251,458, respectively) | 322,675 | 321,622 |
| Investment securities | 999,267 | 602,719 |
| Federal Home Loan Bank stock, at cost | 10,206 | 9,706 |
| Loans, net of unearned income | 2,069,802 | 2,693,780 |
| Less: allowance for credit losses | 40,755 | 34,811 |
| Net loans | 2,029,047 | 2,658,969 |
| Premises and equipment, net | 59,585 | 67,789 |
| Goodwill | — | 12,900 |
| Intangible assets, net | 2,638 | 3,474 |
| Other real estate, net | 35,084 | 319 |
| Accrued interest receivable | 12,455 | 14,850 |
| Other assets | 84,088 | 37,544 |
| Total Assets | $4,078,321 | $3,972,728 |
| Liabilities and Shareholders' Equity | ||
| Deposits: | ||
| Noninterest-bearing demand | $414,604 | $404,056 |
| Interest-bearing demand | 1,165,061 | 1,387,068 |
| Savings | 213,936 | 234,444 |
| Time | 1,839,276 | 1,450,692 |
| Total deposits | 3,632,877 | 3,476,260 |
| Repurchase agreements | 7,119 | 7,009 |
| Accrued interest payable | 17,637 | 20,437 |
| Long-term advances from Federal Home Loan Bank | 135,000 | 135,000 |
| Senior long-term debt | 14,203 | 15,169 |
| Junior subordinated debentures | 29,805 | 44,745 |
| Other liabilities | 15,462 | 19,059 |
| Total Liabilities | 3,852,103 | 3,717,679 |
| Shareholders' Equity | ||
| Preferred stock, Series A - $1,000 par value - 100,000 shares authorized | ||
| Non-cumulative perpetual; 34,500 shares issued and outstanding, respectively | $33,058 | $33,058 |
| Common stock, $1 par value - 100,600,000 shares authorized; 15,793,433 and 12,504,717 shares issued and outstanding | 15,793 | 12,505 |
| Surplus | 170,621 | 149,389 |
| Retained earnings | 14,055 | 72,965 |
| Accumulated other comprehensive (loss) income | (7,309) | (12,868) |
| Total Shareholders' Equity | 226,218 | 255,049 |
| Total Liabilities and Shareholders' Equity | $4,078,321 | $3,972,728 |
See Notes to Consolidated Financial Statements.
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| Years Ended December 31, | ||
|---|---|---|
| (in thousands, except share data) | 2025 | 2024 |
| Interest Income: | ||
| Loans (including fees) | $158,607 | $190,382 |
| Deposits with other banks | 29,643 | 17,399 |
| Securities (including FHLB stock) | 25,029 | 13,925 |
| Total Interest Income | 213,279 | 221,706 |
| Interest Expense: | ||
| Demand deposits | 49,590 | 65,331 |
| Savings deposits | 4,629 | 5,173 |
| Time deposits | 61,287 | 49,166 |
| Borrowings | 10,831 | 13,598 |
| Total Interest Expense | 126,337 | 133,268 |
| Net Interest Income | 86,942 | 88,438 |
| Less: Provision for credit losses | 81,729 | 20,034 |
| Net Interest Income after Provision for Credit Losses | 5,213 | 68,404 |
| Noninterest Income: | ||
| Service charges, commissions and fees | 3,287 | 3,189 |
| ATM and debit card fees | 2,961 | 3,132 |
| Net gains on sale of loans | — | 1,481 |
| Net (losses) gains on sale of assets | (524) | 13,306 |
| Other | 2,752 | 3,631 |
| Total Noninterest Income | 8,476 | 24,739 |
| Noninterest Expense: | ||
| Salaries and employee benefits | 30,470 | 38,304 |
| Occupancy and equipment expense | 10,282 | 10,187 |
| Goodwill impairment | 12,900 | — |
| Other | 28,597 | 28,646 |
| Total Noninterest Expense | 82,249 | 77,137 |
| (Loss) Income Before Income Taxes | (68,560) | 16,006 |
| (Benefit) Provision for income taxes | (12,538) | 3,558 |
| Net (Loss) Income | (56,022) | 12,448 |
| Less: Preferred stock dividends | 2,328 | 2,329 |
| Net (Loss) Income Available to Common Shareholders | $(58,350) | $10,119 |
| Per Common Share: | ||
| Earnings | $(4.17) | $0.81 |
| Cash dividends paid | $0.04 | $0.41 |
| Weighted Average Common Shares Outstanding | 13,985,460 | 12,501,035 |
| See Notes to Consolidated Financial Statements | ||
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| Years Ended December 31, | ||
|---|---|---|
| (in thousands) | 2025 | 2024 |
| Net (Loss) Income | $(56,022) | $12,448 |
| Other comprehensive income: | ||
| Unrealized (losses) gains on securities: | ||
| Unrealized holding gains arising during the period | 7,037 | 115 |
| Change in unrealized gains on securities | 7,037 | 115 |
| Tax effect | (1,478) | (24) |
| Other comprehensive income | 5,559 | 91 |
| Comprehensive (Loss) Income | $(50,463) | $12,539 |
See Notes to Consolidated Financial Statements
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CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
| Preferred Stock $1,000 Par | Common Stock$1 Par | Surplus | RetainedEarnings | AccumulatedOther ComprehensiveIncome/(Loss) | Total | |
|---|---|---|---|---|---|---|
| Balance December 31, 2023 | $33,058 | $12,475 | $149,085 | $67,972 | $(12,959) | $249,631 |
| Net income | — | — | — | 2,310 | — | 2,310 |
| Common Stock issued under Equity Bonus Plan, 29,293 shares | — | 30 | 304 | — | — | 334 |
| Other comprehensive income | — | — | — | — | 628 | 628 |
| Preferred stock dividends | — | — | — | (582) | — | (582) |
| Cash dividends on common stock ($0.16 per share) | — | — | — | (2,001) | — | (2,001) |
| Balance March 31, 2024 | $33,058 | $12,505 | $149,389 | $67,699 | $(12,331) | $250,320 |
| Net income | — | — | — | 7,201 | — | 7,201 |
| Other comprehensive income | — | — | — | — | 206 | 206 |
| Preferred stock dividends | — | — | — | (582) | — | (582) |
| Cash dividends on common stock ($0.16 per share) | — | — | — | (2,001) | — | (2,001) |
| Balance June 30, 2024 | $33,058 | $12,505 | $149,389 | $72,317 | $(12,125) | $255,144 |
| Net income | — | — | — | 1,927 | — | 1,927 |
| Other comprehensive income | — | — | — | — | 907 | 907 |
| Preferred stock dividends | — | — | — | (582) | — | (582) |
| Cash dividends on common stock ($0.08 per share) | — | — | — | (1,000) | — | (1,000) |
| Balance September 30, 2024 | $33,058 | $12,505 | $149,389 | $72,662 | $(11,218) | $256,396 |
| Net income | — | — | — | 1,010 | — | 1,010 |
| Other comprehensive income (loss) | — | — | — | — | (1,650) | (1,650) |
| Preferred stock dividends | — | — | — | (582) | — | (582) |
| Cash dividends on common stock ($0.01 per share) | — | — | — | (125) | — | (125) |
| Balance December 31, 2024 | $33,058 | $12,505 | $149,389 | $72,965 | $(12,868) | $255,049 |
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| Preferred Stock $1,000 Par | Common Stock$1 Par | Surplus | RetainedEarnings | AccumulatedOther ComprehensiveIncome/(Loss) | Total | |
|---|---|---|---|---|---|---|
| Balance December 31, 2024 | $33,058 | $12,505 | $149,389 | $72,965 | $(12,868) | $255,049 |
| Net (loss) income | — | — | — | (6,166) | — | (6,166) |
| Common Stock issued in private placement, 186,787 shares | — | 186 | 1,395 | — | — | 1,581 |
| Other comprehensive income | — | — | — | — | 1,688 | 1,688 |
| Preferred stock dividends | — | — | — | (582) | — | (582) |
| Cash dividends on common stock ($0.01 per share) | — | — | — | (125) | — | (125) |
| Balance March 31, 2025 | $33,058 | $12,691 | $150,784 | $66,092 | $(11,180) | $251,445 |
| Net (loss) income | — | — | — | (7,303) | — | (7,303) |
| Common Stock issued in private placement, 358,680 shares | — | 359 | 2,619 | — | — | 2,978 |
| Common Stock issued in subordinated debt conversion, 1,981,506 shares | — | 1,982 | 13,018 | — | — | 15,000 |
| Common Stock issued as payment-in-kind, 88,482 shares | — | 88 | 620 | — | — | 708 |
| Other comprehensive income | — | — | — | — | 971 | 971 |
| Preferred stock dividends | — | — | — | (582) | — | (582) |
| Cash dividends on common stock ($0.01 per share) | — | — | — | (129) | — | (129) |
| Balance June 30, 2025 | $33,058 | $15,120 | $167,041 | $58,078 | $(10,209) | $263,088 |
| Net (loss) income | — | — | — | (45,003) | — | (45,003) |
| Common Stock issued in private placement, 122,503 shares | — | 123 | 864 | — | — | 987 |
| Common Stock issued as payment-in-kind, 110,272 shares | — | 110 | 777 | — | — | 887 |
| Other comprehensive income | — | — | — | — | 1,849 | 1,849 |
| Preferred stock dividends | — | — | — | (582) | — | (582) |
| Cash dividends on common stock ($0.01 per share) | — | — | — | (151) | — | (151) |
| Balance September 30, 2025 | $33,058 | $15,353 | $168,682 | $12,342 | $(8,360) | $221,075 |
| Net income | — | — | — | 2,450 | — | 2,450 |
| Common Stock issued in private placement, 277,787 shares | — | 278 | 1,222 | — | — | 1,500 |
| Common Stock issued as payment-in-kind, 162,699 shares | — | 162 | 717 | — | — | 879 |
| Other comprehensive income | — | — | — | — | 1,051 | 1,051 |
| Preferred stock dividends | — | — | — | (582) | — | (582) |
| Cash dividends on common stock ($0.01 per share) | — | — | — | (155) | — | (155) |
| Balance December 31, 2025 | $33,058 | $15,793 | $170,621 | $14,055 | $(7,309) | $226,218 |
See Notes to Consolidated Financial Statements
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| Years Ended December 31, | ||
|---|---|---|
| (in thousands) | 2025 | 2024 |
| Cash Flows From Operating Activities: | ||
| Net (loss) income | $(56,022) | $12,448 |
| Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||
| Provision for credit losses | 81,729 | 20,034 |
| Goodwill impairment | 12,900 | — |
| Depreciation and amortization | 4,290 | 4,432 |
| Change in right of use asset | 509 | 276 |
| Amortization/Accretion of investments | (3,126) | (2,556) |
| Loss (gain) on sale of assets | 623 | (14,535) |
| Repossessed asset write downs, gains and losses on dispositions | 433 | 397 |
| Interest expense paid-in-kind | 2,474 | — |
| FHLB stock dividends | (500) | (775) |
| Change in operating lease liabilities | (474) | (258) |
| Change in other assets and liabilities, net | (51,116) | 14,266 |
| Net Cash (Used In) Provided by Operating Activities | (8,280) | 33,729 |
| Cash Flows From Investing Activities: | ||
| Increase in interest bearing deposits | — | (250) |
| Proceeds from maturities, calls and sales of AFS securities | 201,380 | 169,497 |
| Funds invested in AFS securities | (587,765) | (365,491) |
| Proceeds from maturities and calls of HTM securities | 970 | — |
| Funds invested in HTM securities | (970) | — |
| Proceeds from sale/redemption of Federal Home Loan Bank stock | — | 8,724 |
| Funds invested in Federal Home Loan Bank stock | — | (4,265) |
| Net decrease in loans | 516,698 | 36,826 |
| Purchases of premises and equipment | (1,696) | (3,044) |
| Proceeds from sales of premises and equipment | 1,138 | 14,981 |
| Proceeds from sales of other real estate owned | 142 | 953 |
| Net Cash Provided By (Used In) Investing Activities | 129,897 | (142,069) |
| Cash Flows From Financing Activities: | ||
| Net increase in deposits | 156,617 | 467,166 |
| Net increase (decrease)in federal funds purchased and short-term borrowings | 110 | (59,288) |
| Proceeds of long-term borrowings, net of costs | — | 29,700 |
| Repayment of long-term borrowings | (1,008) | (44,030) |
| Proceeds from issuance of common stock | 7,046 | — |
| Dividends paid on preferred stock | (2,329) | (2,328) |
| Dividends paid on common stock | (560) | (5,127) |
| Net Cash Provided By Financing Activities | 159,876 | 386,093 |
| Net Increase In Cash and Cash Equivalents | 281,493 | 277,753 |
| Cash and Cash Equivalents at the Beginning of the Period | 564,208 | 286,455 |
| Cash and Cash Equivalents at the End of the Period | $845,701 | $564,208 |
| Noncash Activities: | ||
| Acquisition of real estate in settlement of loans | $30,985 | $423 |
| Premises transferred to other real estate owned | $4,352 | |
| Common stock issued for stock grants | $— | $334 |
| Common stock issued for debt conversion | $15,000 | $— |
| Common stock issued for payment-in-kind | $2,474 | $— |
| Cash Paid During the Period: | ||
| Interest on deposits and borrowed funds | $129,137 | $124,638 |
| Federal income taxes | $4,100 | $— |
| State income taxes | $50 | $— |
See Notes to Consolidated Financial Statements.
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.