FGBI 10-Q Quarterly Report June 30, 2025

FIRST GUARANTY BANCSHARES, INC.

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fgbi-20250630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

For the transition period from __________ to __________

Commission File Number: 001-37621

FIRST GUARANTY BANCSHARES, INC.

(Exact name of registrant as specified in its charter)


Louisiana		26-0513559
(State or other jurisdiction incorporation or organization)		(I.R.S. Employer 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)

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

Depository 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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filers," "accelerated filers," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☒ Non-accelerated filer ☐

Smaller reporting company ☒

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

As of August 15, 2025 the registrant had 15,120,172 shares of $1 par value common stock outstanding.

Table of Contents


		Page
Part I.	Financial Information	4

Item 1.	Financial Statements (unaudited)	4

	Consolidated Balance Sheets	4

	Consolidated Statements of Income	5

	Consolidated Statements of Comprehensive Income	6

	Consolidated Statements of Shareholders' Equity	7

	Consolidated Statements of Cash Flows	8

	Notes to Unaudited Consolidated Financial Statements	9

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	33

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	54

Item 4.	Controls and Procedures	57

Part II.	Other Information	58

Item 1.	Legal Proceedings	58

Item 1A.	Risk Factors	58

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	58

Item 3.	Defaults Upon Senior Securities	58

Item 4.	Mine Safety Disclosures	58

Item 5.	Other Information	58

Item 6.	Exhibits	60

Signatures		62

-3-

PART I. FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

FIRST GUARANTY BANCSHARES, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS (unaudited)


(in thousands, except share data)	June 30, 2025		December 31, 2024
Assets
Cash and cash equivalents:
Cash and due from banks	$	714,313	$	563,778
Federal funds sold	557		430
Cash and cash equivalents	714,870		564,208

Interest-earning time deposits with banks	250		250

Investment securities:
Available for sale, at fair value (cost of $ 398,112 and $ 284,321 , respectively)	397,573		281,097
Held to maturity, at cost and net of allowance for credit losses of $ 150 (estimated fair value of $ 260,080 and $ 251,458 , respectively)	322,149		321,622
Investment securities	719,722		602,719

Federal Home Loan Bank stock, at cost	9,956		9,706


Loans, net of unearned income	2,410,505		2,693,780
Less: allowance for credit losses	58,871		34,811
Net loans	2,351,634		2,658,969

Premises and equipment, net	66,035		67,789
Goodwill	12,900		12,900
Intangible assets, net	3,056		3,474
Other real estate, net	7,657		319
Accrued interest receivable	13,305		14,850
Other assets	70,196		37,544
Total Assets	$	3,969,581	$	3,972,728

Liabilities and Shareholders' Equity
Deposits:
Noninterest-bearing demand	$	442,267	$	404,056
Interest-bearing demand	1,402,960		1,387,068
Savings	247,120		234,444
Time	1,388,991		1,450,692
Total deposits	3,481,338		3,476,260



Repurchase agreements	7,117		7,009
Accrued interest payable	19,498		20,437
Long-term advances from Federal Home Loan Bank	135,000		135,000
Senior long-term debt	14,186		15,169
Junior subordinated debentures	29,775		44,745
Other liabilities	19,579		19,059
Total Liabilities	3,706,493		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	33,058		33,058
Common stock, $ 1 par value - 100,600,000 shares authorized; 15,120,172 and 12,504,717 shares issued and outstanding	15,120		12,505
Surplus	167,041		149,389
Retained earnings	58,078		72,965
Accumulated other comprehensive (loss) income	( 10,209 )		( 12,868 )
Total Shareholders' Equity	263,088		255,049
Total Liabilities and Shareholders' Equity	$	3,969,581	$	3,972,728

See Notes to Consolidated Financial Statements

-4-

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)	2025		2024		2025		2024
Interest Income:
Loans (including fees)	$	41,013	$	47,552	$	83,982	$	94,470
Deposits with other banks	7,511		3,626		13,510		7,102
Securities (including FHLB stock)	5,797		2,473		11,292		4,987
Total Interest Income	54,321		53,651		108,784		106,559

Interest Expense:
Demand deposits	12,708		17,059		24,912		34,035
Savings deposits	1,336		1,327		2,598		2,554
Time deposits	15,196		10,446		31,086		20,018
Borrowings	2,841		3,577		5,725		6,789
Total Interest Expense	32,081		32,409		64,321		63,396

Net Interest Income	22,240		21,242		44,463		43,163
Less: Provision for credit losses	16,610		6,805		31,158		9,109
Net Interest Income after Provision for Credit Losses	5,630		14,437		13,305		34,054

Noninterest Income:
Service charges, commissions and fees	834		795		1,683		1,528
ATM and debit card fees	778		804		1,525		1,568
Net gains on securities	—		—		—		—
Net gains on sale of loans	—		10		—		10
Net gains on sale of assets	—		13,207		4		13,213
Other	544		710		1,298		1,515
Total Noninterest Income	2,156		15,526		4,510		17,834

Noninterest Expense:
Salaries and employee benefits	7,843		10,440		16,284		20,340
Occupancy and equipment expense	2,605		2,547		5,245		4,818
Other	6,819		7,622		13,755		14,385
Total Noninterest Expense	17,267		20,609		35,284		39,543

(Loss) Income Before Income Taxes	( 9,481 )		9,354		( 17,469 )		12,345
Less: (Benefit) provision for income taxes	( 2,178 )		2,153		( 4,000 )		2,834
Net (Loss) Income	( 7,303 )		7,201		( 13,469 )		9,511
Less: Preferred stock dividends	582		582		1,164		1,164
Net (Loss) Income Available to Common Shareholders	$	( 7,885 )	$	6,619	$	( 14,633 )	$	8,347

Per Common Share:
(Loss) Earnings	$	( 0.61 )	$	0.53	$	( 1.15 )	$	0.67
Cash dividends paid	$	0.01	$	0.16	$	0.02	$	0.32

Weighted Average Common Shares Outstanding	12,910,785		12,504,717		12,709,905		12,497,313
See Notes to Consolidated Financial Statements

-5-

FIRST GUARANTY BANCSHARES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2025		2024		2025		2024
Net (Loss) Income	$	( 7,303 )	$	7,201	$	( 13,469 )	$	9,511
Other comprehensive income:
Unrealized (losses) gains on securities:
Unrealized holding gains arising during the period	1,228		261		3,365		1,056

Change in unrealized gains on securities	1,228		261		3,365		1,056
Tax impact	( 257 )		( 55 )		( 706 )		( 222 )
Other comprehensive income	971		206		2,659		834
Comprehensive (Loss) Income	$	( 6,332 )	$	7,407	$	( 10,810 )	$	10,345
See Notes to Consolidated Financial Statements

-6-

FIRST GUARANTY BANCSHARES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (unaudited)


	Preferred Stock $ 1,000 Par		Common Stock $ 1 Par		Surplus		Retained Earnings		Accumulated Other Comprehensive Income/(Loss)		Total
( in thousands, except per share data )
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 (unaudited)	$	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 (unaudited)	$	33,058	$	12,505	$	149,389	$	72,317	$	( 12,125 )	$	255,144

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 (unaudited)	$	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 (unaudited)	$	33,058	$	15,120	$	167,041	$	58,078	$	( 10,209 )	$	263,088
See Notes to Consolidated Financial Statements

-7-

FIRST GUARANTY BANCSHARES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)


	Six Months Ended June 30,
(in thousands)	2025		2024
Cash Flows From Operating Activities
Net (loss) income	$	( 13,469 )	$	9,511
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses	31,158		9,109
Depreciation and amortization	2,189		2,181
Change in right of use asset	251		34
Amortization/Accretion of investments	( 2,105 )		206
(Gain) loss on sale/call of securities	—		—
(Gain) loss on sale of assets	( 4 )		( 13,203 )
Repossessed asset write downs, gains and losses on dispositions	24		( 9 )
Interest expense paid-in-kind	708		—
FHLB stock dividends	( 250 )		( 397 )
Change in operating lease liabilities	( 233 )		( 34 )
Change in other assets and liabilities, net	( 31,197 )		2,497
Net Cash (Used In) Provided By Operating Activities	( 12,928 )		9,895

Cash Flows From Investing Activities
Proceeds from maturities and calls of HTM securities	—		—
Proceeds from maturities, calls and sales of AFS securities	119,937		50,606

Funds invested in AFS securities	( 231,470 )		( 4,200 )


Funds invested in Federal Home Loan Bank stock	—		( 1,599 )
Proceeds from sale/redemption of Federal Home Loan Bank stock	—		3,182
Net decrease (increase) in loans	268,151		( 95,476 )
Purchase of premises and equipment	( 481 )		( 2,892 )
Proceeds from sales of premises and equipment	4		14,816
Proceeds from sales of other real estate owned	130		295
Net Cash Provided By (Used In) Investing Activities	156,271		( 35,268 )

Cash Flows From Financing Activities
Net increase in deposits	5,078		34,357
Net increase in federal funds purchased and short-term borrowings	108		674

Repayment of long-term borrowings	( 1,008 )		( 22,015 )
Proceeds from subordinated debentures	—		29,700
Proceeds from issuance of common stock	4,559		334
Dividends paid on preferred stock	( 1,164 )		( 1,164 )
Dividends paid on common stock	( 254 )		( 4,002 )
Net Cash Provided By Financing Activities	7,319		37,884

Net Increase In Cash and Cash Equivalents	150,662		12,511
Cash and Cash Equivalents at the Beginning of the Period	564,208		286,455
Cash and Cash Equivalents at the End of the Period	$	714,870	$	298,966

Noncash Activities:
Acquisition of real estate in settlement of loans	$	7,515	$	161
Common stock issued for debt conversion	$	15,000	$	—
Common stock issued for payment-in-kind	$	708	$	—

Cash Paid During The Period:
Interest on deposits and borrowed funds	$	65,260	$	62,212
Federal income taxes	$	2,500	$	—
State income taxes	$	—	$	—

See Notes to the Consolidated Financial Statements.

-8-

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles. The consolidated financial statements and the footnotes of First Guaranty Bancshares, Inc. ("First Guaranty") thereto should be read in conjunction with the audited consolidated financial statements and note disclosures for First Guaranty previously filed with the Securities and Exchange Commission in First Guaranty's Annual Report on Form 10-K for the year ended December 31, 2024.

The consolidated financial statements include the accounts of First Guaranty Bancshares, Inc. and its wholly owned subsidiary First Guaranty Bank (the "Bank"). All significant intercompany balances and transactions have been eliminated in consolidation.

In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments necessary for a fair presentation of the consolidated financial statements. Those adjustments are of a normal recurring nature. The results of operations at June 30, 2025 and for the three and six month periods ended June 30, 2025 and 2024 are not necessarily indicative of the results expected for the full year or any other interim period. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. 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.

-9-

Note 2. Recent Accounting Pronouncements

Accounting Standards Adopted in 2025

None.

Accounting Pronouncements Not Yet Adopted

ASU No. 2023-09, "Improvements to Tax Disclosures" ("ASU 2023-09") is intended to enhance the transparency and decision usefulness of income tax disclosures primarily through changes to the rate reconciliation and income taxes paid information. This update is effective for annual periods beginning after December 15, 2024, though early adoption is permitted. We do not expect it to have a material effect on First Guaranty's consolidated financial statements.

ASU 2024-03, "Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures" (ASU 2024-03") requires the disaggregation of certain expenses in the notes to the financial statements, to provide enhanced transparency into the expense captions presented on the face of the income statement. The amendments in ASU 2024-03 are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The amendments in this ASU may be applied either prospectively or retrospectively. The Company is currently evaluating the impact that this update will have on its disclosures in the consolidated financial statements.

-10-

Note 3. Securities

A summary comparison of securities by type at June 30, 2025 and December 31, 2024 is shown below.


	June 30, 2025								December 31, 2024
(in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Available for sale:
U.S. Treasuries	$	49,652	$	—	$	( 37 )	$	49,615	$	147,840	$	33	$	( 93 )	$	147,780
U.S. Government Agencies	—		—		—		—		—		—		—		—
Corporate debt securities	11,250		6		( 387 )		10,869		12,250		—		( 668 )		11,582
Municipal bonds	16,304		74		( 661 )		15,717		21,736		220		( 339 )		21,617
Collateralized mortgage obligations	117,375		537		( 137 )		117,775		32,065		—		( 446 )		31,619
Mortgage-backed securities	203,531		867		( 801 )		203,597		70,430		—		( 1,931 )		68,499
Total available for sale securities	$	398,112	$	1,484	$	( 2,023 )	$	397,573	$	284,321	$	253	$	( 3,477 )	$	281,097

Held to maturity:
U.S. Government Agencies	$	267,194	$	—	$	( 58,175 )	$	209,019	$	266,761	$	—	$	( 64,671 )	$	202,090
Corporate debt securities	55,105		2		( 4,046 )		51,061		55,011		—		( 5,643 )		49,368
Total held to maturity securities	$	322,299	$	2	$	( 62,221 )	$	260,080	$	321,772	$	—	$	( 70,314 )	$	251,458

The scheduled maturities of securities at June 30, 2025, by contractual maturity, are shown below. Actual maturities may differ from contractual maturities due to calls or prepayments. Mortgage-backed securities are not due at a single maturity because of amortization and potential prepayment of the underlying mortgages. For this reason, they are presented separately in the maturity table below:


	At June 30, 2025
(in thousands)	Amortized Cost		Fair Value
Available for sale:
Due in one year or less	$	50,710	$	50,671
Due after one year through five years	6,645		6,637
Due after five years through 10 years	17,136		16,472
Over 10 years	2,715		2,421
Subtotal	77,206		76,201
Collateralized mortgage obligations	117,375		117,775
Mortgage-backed securities	203,531		203,597
Total available for sale securities	$	398,112	$	397,573

Held to maturity:
Due in one year or less	$	—	$	—
Due after one year through five years	22,409		21,193
Due after five years through 10 years	120,016		105,800
Over 10 years	179,874		133,087
Total held to maturity securities	$	322,299	$	260,080

At June 30, 2025, $ 488.2 million of First Guaranty's securities were pledged to secure public funds deposits and borrowings. The pledged securities had a market value of $ 439.1 million as of June 30, 2025.

Accrued interest receivable on First Guaranty's investment securities was $ 2.3 million and $ 1.4 million at June 30, 2025 and December 31, 2024, respectively, and was included in accrued interest receivable on the consolidated balance sheet. First Guaranty had a $ 0.2 million allowance for credit losses related to the held to maturity portfolio at June 30, 2025 and December 31, 2024.

-11-

The following is a summary of the fair value of securities with gross unrealized losses and an aging of those gross unrealized losses at June 30, 2025.


						At June 30, 2025
	Less Than 12 Months					12 Months or More					Total
(in thousands)	Number of Securities	Fair Value		Gross Unrealized Losses		Number of Securities	Fair Value		Gross Unrealized Losses		Number of Securities	Fair Value		Gross Unrealized Losses
Available for sale:
U.S. Treasuries	2	$	49,615	$	( 37 )	—	$	—	$	—	2	$	49,615	$	( 37 )
Corporate debt securities	2	1,491		( 10 )		8	6,623		( 377 )		10	8,114		( 387 )
Municipal bonds	21	4,944		( 137 )		31	4,854		( 524 )		52	9,798		( 661 )
Collateralized mortgage obligations	6	35,627		( 137 )		—	—		—		6	35,627		( 137 )
Mortgage-backed securities	17	73,953		( 651 )		6	3,427		( 150 )		23	77,380		( 801 )
Total available for sale securities	48	$	165,630	$	( 972 )	45	$	14,904	$	( 1,051 )	93	$	180,534	$	( 2,023 )

Held to maturity:
U.S. Government Agencies	—	$	—	$	—	29	$	209,019	$	( 58,175 )	29	$	209,019	$	( 58,175 )
Corporate debt securities	1	884		( 85 )		55	49,855		( 3,961 )		56	50,739		( 4,046 )
Total held to maturity securities	1	$	884	$	( 85 )	84	$	258,874	$	( 62,136 )	85	$	259,758	$	( 62,221 )

The following is a summary of the fair value of securities with gross unrealized losses and an aging of those gross unrealized losses at December 31, 2024.


						At December 31, 2024
	Less Than 12 Months					12 Months or More					Total
(in thousands)	Number of Securities	Fair Value		Gross Unrealized Losses		Number of Securities	Fair Value		Gross Unrealized Losses		Number of Securities	Fair Value		Gross Unrealized Losses
Available for sale:
U.S. Treasuries	2	$	48,615	$	( 93 )	—	$	—	$	—	2	$	48,615	$	( 93 )
U.S. 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. Government Agencies	—	$	—	$	—	29	$	202,090	$	( 64,671 )	29	$	202,090	$	( 64,671 )
Corporate debt securities	1	322		( 3 )		56	49,046		( 5,640 )		57	49,368		( 5,643 )
Total held to maturity securities	1	$	322	$	( 3 )	85	$	251,136	$	( 70,311 )	86	$	251,458	$	( 70,314 )

As of June 30, 2025, 178 of First Guaranty's debt securities had unrealized losses totaling 12.7 % of the individual securities' amortized cost basis and 8.9 % of First Guaranty's total amortized cost basis of the investment securities portfolio. 129 of the 178 securities had been in a continuous loss position for over 12 months at such date. The 129 securities had an aggregate amortized cost basis of $ 337.0 million and an unrealized loss of $ 63.2 million at June 30, 2025. Management has the intent and ability to hold these debt securities until maturity or until anticipated recovery.

-12-

Securities are evaluated for impairment from credit losses at least quarterly and more frequently when economic or market conditions warrant such evaluation. Consideration is given to (i) the extent to which the fair value has been less than cost, (ii) the financial condition and near-term prospects of the issuer, (iii) the recovery of contractual principal and interest and (iv) the intent and ability of First Guaranty to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value.

Investment securities issued by the U.S. Government and Government sponsored enterprises with unrealized losses and the amount of unrealized losses on those investment securities that are the result of changes in market interest rates will not be credit impaired. First Guaranty has the ability and intent to hold these securities until recovery, which may not be until maturity.

Corporate debt securities in a loss position consist primarily of corporate bonds issued by businesses in the financial, insurance, utility, manufacturing, industrial, consumer products and oil and gas industries. There were no held to maturity corporate securities with a credit related impairment loss at June 30, 2025. First Guaranty believes that the remaining issuers will be able to fulfill the obligations of these securities based on evaluations described above. First Guaranty has the ability and intent to hold these securities until they recover, which could be at their maturity dates.

There were no charge-offs recognized on securities during the six months ended June 30, 2025 and 2024. There were no provisions for credit losses recognized on securities during the six months ended June 30, 2025 and 2024.

For securities that have indications of credit related impairment, management analyzes future expected cash flows to determine if any credit related impairment is evident. Estimated cash flows are determined using management's best estimate of future cash flows based on specific assumptions. The assumptions used to determine the cash flows were based on estimates of loss severity and credit default probabilities. Management reviews reports from credit rating agencies and public filings of issuers.

At June 30, 2025, First Guaranty's exposure to bond issuers that exceeded 10% of shareholders' equity is below:


	At June 30, 2025
(in thousands)	Amortized Cost		Fair Value
U.S. Government Treasuries (U.S.)	$	49,652	$	49,615
Federal Home Loan Bank (FHLB)	32,354		26,603
Federal Home Loan Mortgage Corporation (Freddie Mac-FHLMC)	100,926		74,363

Federal Farm Credit Bank (FFCB)	139,469		113,440
Government National Mortgage Association (Ginnie Mae-GNMA)	195,714		195,943
Total	$	518,115	$	459,964

-13-

Note 4. Loans

The following table summarizes the components of First Guaranty's loan portfolio as of June 30, 2025 and December 31, 2024:


	June 30, 2025				December 31, 2024
(in thousands except for %)	Balance		As % of Category		Balance		As % of Category
Real Estate:
Construction & land development	$	268,828	11.1	%	$	330,048	12.2	%
Farmland	32,267		1.3	%	35,991		1.3	%
1- 4 Family	440,465		18.2	%	450,371		16.7	%
Multifamily	144,864		6.0	%	165,121		6.1	%
Non-farm non-residential	1,052,503		43.5	%	1,159,842		42.9	%
Total Real Estate	1,938,927		80.1	%	2,141,373		79.2	%
Non-Real Estate:
Agricultural	42,831		1.8	%	40,722		1.5	%
Commercial and industrial	238,144		9.9	%	257,518		9.5	%
Commercial leases	159,209		6.6	%	220,200		8.2	%
Consumer and other	38,240		1.6	%	42,267		1.6	%
Total Non-Real Estate	478,424		19.9	%	560,707		20.8	%
Total Loans Before Unearned Income	2,417,351		100.0	%	2,702,080		100.0	%
Unearned income	( 6,846 )				( 8,300 )
Total Loans Net of Unearned Income	$	2,410,505			$	2,693,780

Accrued interest receivable on First Guaranty's loans totaled $ 11.0 million and $ 13.4 million at June 30, 2025 and December 31, 2024, respectively, and is included in accrued interest receivable on the consolidated balance sheet. Accrued interest receivable is excluded from First Guaranty's estimate of the allowance for credit losses.

The following table summarizes fixed and floating rate loans by contractual maturity, excluding nonaccrual loans, as of June 30, 2025 and December 31, 2024 unadjusted for scheduled principal payments, prepayments, or repricing opportunities. The average life of the loan portfolio may be substantially less than the contractual terms when these adjustments are considered.


	June 30, 2025						December 31, 2024
(in thousands)	Fixed		Floating		Total		Fixed		Floating		Total
One year or less	$	265,683	$	238,435	$	504,118	$	240,685	$	245,272	$	485,957
More than one to five years	360,445		196,250		556,695		501,800		256,720		758,520
More than five to 15 years	58,660		250,433		309,093		62,412		293,173		355,585
Over 15 years	342,402		585,864		928,266		358,727		634,762		993,489
Subtotal	$	1,027,190	$	1,270,982	2,298,172		$	1,163,624	$	1,429,927	2,593,551
Nonaccrual loans					119,179						108,529
Total Loans Before Unearned Income					2,417,351						2,702,080
Unearned income					( 6,846 )						( 8,300 )
Total Loans Net of Unearned Income					$	2,410,505					$	2,693,780

Included in floating rate loans are loans that adjust to a floating rate following an initial fixed rate period. The initial fixed rate periods are typically one , three , or five years .

-14-

The following tables present the age analysis of past due loans at June 30, 2025 and December 31, 2024:


	As of June 30, 2025
(in thousands)	30-89 Days Past Due		90 Days or Greater		Total Past Due		Current		Total Loans		Recorded Investment 90 Days Accruing
Real Estate:
Construction & land development	$	98	$	1,766	$	1,864	$	266,964	$	268,828	$	—
Farmland	381		1,785		2,166		30,101		32,267		—
1- 4 family	1,966		11,866		13,832		426,633		440,465		—
Multifamily	264		34,668		34,932		109,932		144,864		—
Non-farm non-residential	3,979		59,952		63,931		988,572		1,052,503		284
Total Real Estate	6,688		110,037		116,725		1,822,202		1,938,927		284
Non-Real Estate:
Agricultural	154		1,782		1,936		40,895		42,831		—
Commercial and industrial	379		5,567		5,946		232,198		238,144		—
Commercial leases	—		1,961		1,961		157,248		159,209		—
Consumer and other	637		116		753		37,487		38,240		—
Total Non-Real Estate	1,170		9,426		10,596		467,828		478,424		—
Total Loans Before Unearned Income	$	7,858	$	119,463	$	127,321	$	2,290,030	$	2,417,351	$	284
Unearned income									( 6,846 )
Total Loans Net of Unearned Income									$	2,410,505


	As of December 31, 2024
(in thousands)	30-89 Days Past Due		90 Days or Greater		Total Past Due		Current		Total Loans		Recorded Investment 90 Days Accruing
Real Estate:
Construction & land development	$	1,562	$	11,018	$	12,580	$	317,468	$	330,048	$	7,394
Farmland	—		2,619		2,619		33,372		35,991		—
1- 4 family	12,917		10,053		22,970		427,401		450,371		—
Multifamily	199		27,542		27,741		137,380		165,121		—
Non-farm non-residential	38,607		58,279		96,886		1,062,956		1,159,842		4,108
Total Real Estate	53,285		109,511		162,796		1,978,577		2,141,373		11,502
Non-Real Estate:
Agricultural	677		1,992		2,669		38,053		40,722		—
Commercial and industrial	1,293		6,762		8,055		249,463		257,518		—
Commercial leases	—		1,533		1,533		218,667		220,200		—
Consumer and other	860		233		1,093		41,174		42,267		—
Total Non-Real Estate	2,830		10,520		13,350		547,357		560,707		—
Total Loans Before Unearned Income	$	56,115	$	120,031	$	176,146	$	2,525,934	$	2,702,080	$	11,502
Unearned income									( 8,300 )
Total Loans Net of Unearned Income									$	2,693,780

The tables above include $ 119.2 million and $ 108.5 million of nonaccrual loans at June 30, 2025 and December 31, 2024, respectively. See the tables below for more detail on nonaccrual loans.

-15-

The following is a summary of nonaccrual loans by class at the dates indicated:


	As of June 30, 2025
(in thousands)	With Related Allowance		Without Related Allowance		Total
Real Estate:
Construction & land development	$	1,315	$	451	$	1,766
Farmland	273		1,512		1,785
1- 4 family	11,156		710		11,866
Multifamily	25,879		8,789		34,668
Non-farm non-residential	40,828		18,840		59,668
Total Real Estate	79,451		30,302		109,753
Non-Real Estate:
Agricultural	867		915		1,782
Commercial and industrial	1,882		3,685		5,567
Commercial leases	799		1,162		1,961
Consumer and other	116		—		116
Total Non-Real Estate	3,664		5,762		9,426
Total Nonaccrual Loans	$	83,115	$	36,064	$	119,179


	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

-16-

The following table presents First Guaranty's loan portfolio by credit quality classification and origination year as of the date indicated:


	As of June 30, 2025
	Term Loans by Origination Year
(in thousands)	2025		2024		2023		2022		2021		Prior	Revolving Loans		Total
Real Estate:
Construction & land development:
Pass	$	3,896	$	17,997	$	109,152	$	53,692	$	6,415	8,466	$	6,825	$	206,443
Special Mention	—		1,626		167		16,086		—		133	7,938		25,950
Substandard	1,312		—		34,191		795		137		—	—		36,435
Doubtful	—		—		—		—		—		—	—		—
Total Construction & land development	5,208		19,623		143,510		70,573		6,552		8,599	14,763		268,828
Current period gross charge-offs	—		—		—		5,794		—		—	—		5,794
Farmland
Pass	631		2,950		7,648		3,619		3,275		2,818	3,294		24,235
Special Mention	—		154		—		49		—		1,787	—		1,990
Substandard	—		2,864		381		24		—		2,773	—		6,042
Doubtful	—		—		—		—		—		—	—		—
Total Farmland	631		5,968		8,029		3,692		3,275		7,378	3,294		32,267
Current period gross charge-offs	—		—		—		—		—		—	—		—
1- 4 family
Pass	14,224		60,061		93,109		98,543		55,452		77,989	6,212		405,590
Special Mention	155		86		2,971		1,378		4,692		3,653	629		13,564
Substandard	2,138		23		4,567		4,532		2,900		6,372	427		20,959
Doubtful	—		—		—		73		85		120	74		352
Total 1- 4 family	16,517		60,170		100,647		104,526		63,129		88,134	7,342		440,465
Current period gross charge-offs	—		—		—		—		—		16	—		16
Multifamily
Pass	—		441		8,685		42,475		46,295		6,500	3,482		107,878
Special Mention	—		—		263		18		496		1,541	—		2,318
Substandard	—		—		25		34,643		—		—	—		34,668
Doubtful	—		—		—		—		—		—	—		—
Total Multifamily	—		441		8,973		77,136		46,791		8,041	3,482		144,864
Current period gross charge-offs	—		—		—		—		—		—	—		—
Non-farm non-residential
Pass	10,589		35,095		146,235		193,195		73,157		272,030	53,354		783,655
Special Mention	165		15,919		35,428		344		9,678		47,652	9,080		118,266
Substandard	792		11,278		20,709		34,677		40,010		37,712	5,339		150,517
Doubtful	—		—		—		—		—		65	—		65
Total non-farm non-residential	11,546		62,292		202,372		228,216		122,845		357,459	67,773		1,052,503
Current period gross charge-offs	—		—		—		33		—		—	—		33
Total Real Estate	33,902		148,494		463,531		484,143		242,592		469,611	96,654		1,938,927

Non-Real Estate:
Agricultural
Pass	691		1,815		2,022		3,171		2,842		3,481	19,523		33,545
Special Mention	79		106		74		1,883		—		202	294		2,638
Substandard	—		4		49		4,352		155		1,823	255		6,638
Doubtful	—		—		—		—		—		10	—		10
Total Agricultural	770		1,925		2,145		9,406		2,997		5,516	20,072		42,831
Current period gross charge-offs	—		169		—		—		—		—	—		169
Commercial and industrial
Pass	42,498		19,554		20,451		14,361		33,410		15,910	68,760		214,944

-17-


Special Mention	9		721		342		199		282		79		2,595		4,227
Substandard	34		3,932		46		791		833		774		12,563		18,973
Doubtful	—		—		—		—		—		—		—		—
Total Commercial and industrial	42,541		24,207		20,839		15,351		34,525		16,763		83,918		238,144
Current period gross charge-offs	—		122		443		258		133		19		—		975
Commercial leases
Pass	2,293		39,393		52,728		22,417		22,940		—		—		139,771
Special Mention	—		—		—		17,477		—		—		—		17,477
Substandard	—		542		—		1,162		257		—		—		1,961
Doubtful	—		—		—		—		—		—		—		—
Total Commercial leases	2,293		39,935		52,728		41,056		23,197		—		—		159,209
Current period gross charge-offs	—		—		—		233		—		—		—		233
Consumer and other loans
Pass	4,590		5,191		12,711		2,427		2,093		10,475		—		37,487
Special Mention	—		—		28		32		85		14		—		159
Substandard	—		41		80		218		213		42		—		594
Doubtful	—		—		—		—		—		—		—		—
Total Consumer and other loans	4,590		5,232		12,819		2,677		2,391		10,531		—		38,240
Current period gross charge-offs	163		127		148		167		134		58		—		797
Total Non-Real Estate	50,194		71,299		88,531		68,490		63,110		32,810		103,990		478,424
Total Loans
Pass	79,412		182,497		452,741		433,900		245,879		397,669		161,450		1,953,548
Special Mention	408		18,612		39,273		37,466		15,233		55,061		20,536		186,589
Substandard	4,276		18,684		60,048		81,194		44,505		49,496		18,584		276,787
Doubtful	—		—		—		73		85		195		74		427
Total Loans Before Unearned Income	$	84,096	$	219,793	$	552,062	$	552,633	$	305,702	$	502,421	$	200,644	$	2,417,351
Unearned income															( 6,846 )
Total Loans Net of Unearned Income															$	2,410,505
Total Current Period Gross Charge-offs	$	163	$	418	$	591	$	6,485	$	267	$	93	$	—	$	8,017


	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

-18-


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
Total Loans

-19-


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

-20-

Note 5. Allowance for Credit Losses on Loans

A summary of changes in the allowance for credit losses, by portfolio type, for the six months ended June 30, 2025 and 2024 are as follows:


	For the Six Months Ended June 30,
	2025
(in thousands)	Beginning Allowance (12/31/2024)		Charge-offs		Recoveries		Provision		Ending Allowance (6/30/2025)
Real Estate:
Construction & land development	$	3,930	$	( 5,794 )	$	—	$	5,504	$	3,640
Farmland	50		—		—		122		172
1- 4 family	9,243		( 16 )		22		6,751		16,000
Multifamily	3,949		—		—		3,537		7,486
Non-farm non-residential	11,531		( 33 )		16		10,350		21,864
Total Real Estate	28,703		( 5,843 )		38		26,264		49,162
Non-Real Estate:
Agricultural	204		( 169 )		—		211		246
Commercial and industrial	1,994		( 975 )		52		4,616		5,687
Commercial leases	1,719		( 233 )		—		619		2,105
Consumer and other	1,337		( 797 )		319		457		1,316
Unallocated	854		—		—		( 499 )		355
Total Non-Real Estate	6,108		( 2,174 )		371		5,404		9,709
Total Loans	$	34,811	$	( 8,017 )	$	409	$	31,668	$	58,871
Unfunded lending commitments	1,210		—		—		( 510 )		700
Total	$	36,021	$	( 8,017 )	$	409	$	31,158	$	59,571


	For the Six Months Ended June 30,
	2024
(in thousands)	Beginning Allowance (12/31/2023)		Charge-offs		Recoveries		Provision		Ending Allowance (6/30/2024)
Real Estate:
Construction & land development	$	5,845	$	( 39 )	$	1	$	( 919 )	$	4,888
Farmland	36		( 258 )		—		247		25
1- 4 family	6,653		( 773 )		7		763		6,650
Multifamily	1,614		—		—		101		1,715
Non-farm non-residential	10,596		( 4,120 )		21		2,440		8,937
Total Real Estate	24,744		( 5,190 )		29		2,632		22,215
Non-Real Estate:
Agricultural	97		( 33 )		18		20		102
Commercial and industrial	2,711		( 3,570 )		126		2,515		1,782
Commercial leases	1,948		—		—		( 50 )		1,898
Consumer and other	1,426		( 2,259 )		331		3,154		2,652
Unallocated	—		—		—		1,638		1,638
Total Non-Real Estate	6,182		( 5,862 )		475		7,277		8,072
Total Loans	$	30,926	$	( 11,052 )	$	504	$	9,909	$	30,287
Unfunded lending commitments	2,810		—		—		( 800 )		2,010
Total	$	33,736	$	( 11,052 )	$	504	$	9,109	$	32,297

Negative provisions are caused by changes in the composition and credit quality of the loan portfolio and by recoveries. The result is an allocation of the credit loss reserve from one category to another.

-21-

A summary of the allowance along with loans and leases individually and collectively evaluated are as follows:


	As of June 30, 2025
(in thousands)	Allowance Individually Evaluated		Allowance Collectively Evaluated		Total Allowance for Credit Losses		Loans Individually Evaluated		Loans Collectively Evaluated		Total Loans before Unearned Income
Real Estate:
Construction & land development	$	508	$	3,132	$	3,640	$	19,380	$	249,448	$	268,828
Farmland	—		172		172		2,543		29,724		32,267
1- 4 family	1,294		14,706		16,000		8,362		432,103		440,465
Multifamily	6,255		1,231		7,486		34,643		110,221		144,864
Non-farm non-residential	10,099		11,765		21,864		74,489		978,014		1,052,503
Total Real Estate	18,156		31,006		49,162		139,417		1,799,510		1,938,927
Non-Real Estate:
Agricultural	—		246		246		915		41,916		42,831
Commercial and industrial	3,534		2,153		5,687		8,673		229,471		238,144
Commercial leases	542		1,563		2,105		1,704		157,505		159,209
Consumer and other	—		1,316		1,316		—		38,240		38,240
Unallocated	—		355		355		—		—		—
Total Non-Real Estate	4,076		5,633		9,709		11,292		467,132		478,424
Total	$	22,232	$	36,639	$	58,871	$	150,709	$	2,266,642	2,417,351
Unearned Income											( 6,846 )
Total Loans Net of Unearned Income											$	2,410,505

All loans individually evaluated for impairment as of June 30, 2025 were considered collateral dependent loans.


	As of December 31, 2024
(in thousands)	Allowance Individually Evaluated		Allowance Collectively Evaluated		Total Allowance for Credit Losses		Loans Individually Evaluated		Loans Collectively Evaluated		Total Loans before Unearned Income
Real Estate:
Construction & land development	$	403	$	3,527	$	3,930	$	10,724	$	319,324	$	330,048
Farmland	—		50		50		2,973		33,018		35,991
1- 4 family	430		8,813		9,243		3,174		447,197		450,371
Multifamily	2,942		1,007		3,949		27,516		137,605		165,121
Non-farm non-residential	1,229		10,302		11,531		54,201		1,105,641		1,159,842
Total Real Estate	5,004		23,699		28,703		98,588		2,042,785		2,141,373
Non-Real Estate:
Agricultural	129		75		204		2,151		38,571		40,722
Commercial and industrial	3		1,991		1,994		5,194		252,324		257,518
Commercial leases	—		1,719		1,719		3,015		217,185		220,200
Consumer and other	—		1,337		1,337		—		42,267		42,267
Unallocated	—		854		854		—		—		—
Total Non-Real Estate	132		5,976		6,108		10,360		550,347		560,707
Total	$	5,136	$	29,675	$	34,811	$	108,948	$	2,593,132	2,702,080
Unearned Income											( 8,300 )
Total loans net of unearned income											$	2,693,780

All loans individually evaluated for impairment as of December 31, 2024 were considered collateral dependent loans.

As of June 30, 2025 and December 31, 2024, First Guaranty had loans totaling $ 119.2 million and $ 108.5 million, respectively, not accruing interest. As of June 30, 2025, and December 31, 2024, First Guaranty had loans past due 90 days or more and still accruing interest totaling $ 0.3 million and $ 11.5 million, respectively. The average outstanding balance of nonaccrual loans for the six months ended June 30, 2025 was $ 126.4 million compared to $ 63.4 million for the year ended December 31, 2024.

-22-

The Bank held loans that were individually evaluated for impairment at June 30, 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. The Allowance for Credit Losses for these collateral-dependent loans is primarily based on the fair value of the underlying collateral at the reporting date. The following describes the type of collateral that secure collateral dependent loans:

• Residential real estate loans are primarily secured by first liens on residential real estate.

• Commercial real estate loans are primarily secured by office and industrial buildings, warehouses, retail shopping facilities and various special purpose properties, including hotels and restaurants.

• Construction and land loans are primarily secured by residential and commercial properties, which are under construction and/or redevelopment, and by raw land.

• Commercial loans are primarily secured by accounts receivable, inventory and equipment.

• Agriculture loans are primarily secured by farmland and equipment.

Loan Modifications Made to Borrowers Experiencing Financial Difficulty

Occasionally, the Bank modifies loans to borrowers in financial distress by providing certain concessions, such as principal forgiveness, term extension, an other-than-insignificant payment delay, interest only for a specified period of time, an interest rate reduction, or a combination of such concessions. When principal forgiveness is provided, the amount of forgiveness is charged-off against the allowance for credit losses. Upon the Bank’s determination that a modified loan (or portion of a loan) has subsequently been deemed uncollectible, the loan (or portion of the loan) is charged-off. Reportable modifications to borrowers experiencing financial difficulty (MEFD) during the six months ended June 30, 2025 consisted of a $ 16.6 million term extension. The bank had $ 0 unfunded commitments to borrowers whose terms have been modified as a reportable MEFD as of June 30, 2025.

As of June 30, 2025, there have been no loans that were modified with in the previous 12 months for which there has been payment default during the period.

-23-

Note 6. Goodwill and Other Intangible Assets

Goodwill and intangible assets deemed to have indefinite lives are no longer amortized but are subject to impairment testing. Other intangible assets continue to be amortized over their useful lives. First Guaranty's goodwill is the difference in purchase price over the fair value of net assets acquired from its acquisition of Homestead Bancorp in 2007, Premier Bancshares, Inc. in 2017 and Union Bancshares, Incorporated in 2019. Goodwill totaled $ 12.9 million at June 30, 2025 and December 31, 2024. No impairment charges have been recognized on First Guaranty's intangible assets since acquisition. Loan servicing assets totaled $ 0.3 million at June 30, 2025 and $ 0.4 million at December 31, 2024. Other intangible assets recorded include core deposit intangibles, which are subject to amortization. The weighted-average amortization period remaining for First Guaranty's core deposit intangibles is 3.8 years at June 30, 2025. The core deposits intangible reflect the value of deposit relationships, including the beneficial rates, which arose from acquisitions.

Note 7. Other Real Estate (ORE)

Other real estate owned consists of the following at the dates indicated:


(in thousands)	June 30, 2025		December 31, 2024
Real Estate Owned Acquired by Foreclosure:
Residential	$	192	$	226
Construction & land development	7,384		3
Non-farm non-residential	81		90
Total Other Real Estate Owned and Foreclosed Property	7,657		319
Allowance for Other Real Estate Owned losses	—		—
Net Other Real Estate Owned and Foreclosed Property	$	7,657	$	319

Loans secured by one-to-four family residential properties in the process of foreclosure totaled $ 1.6 million as of June 30, 2025.

Note 8. Borrowings

During the quarter ended June 30, 2025, First Guaranty entered into an Exchange Agreement which provided for the exchange of certain floating rate subordinated debt due June 21, 2032, in the principal amount of $ 15.0 million, held by a related party for 1,981,506 shares of newly issued common stock of First Guaranty.

First Guaranty also entered into the amendments to the promissory note for the senior debt owed to a related party and subordinated note to a related party which allows First Guaranty to make payment of interest either in cash or shares of common stock for the period June 30, 2025 through March 30, 2026.

As of March 31, 2025, First Guaranty was not in compliance with one financial covenant under its credit agreement for its senior debt. First Guaranty’s adjusted Texas Ratio exceeded 35 % at March 31, 2025. As a result, the interest rate on the senior loan was increased by one percent to 8.0 % for the second quarter of 2025. The lender has provided a waiver for this covenant breach effective June 30, 2025 through March 31, 2026.

First Guaranty issued 36,060 shares of common stock for payment in kind ("PIK") interest due on the senior debt for the quarter ended June 30, 2025. First Guaranty issued 52,422 shares of common stock as PIK payments of interest on a $ 30.0 million subordinated debt for the quarter ended June 30, 2025.

-24-

Note 9. Commitments and Contingencies

Off-balance sheet commitments

First Guaranty is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers and to reduce its own exposure to fluctuations in interest rates. These financial instruments include commitments to extend credit and standby and commercial letters of credit. Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheets. The contract or notional amounts of those instruments reflect the extent of the involvement in particular classes of financial instruments.

The exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby and commercial letters of credit is represented by the contractual notional amount of those instruments. The same credit policies are used in making commitments and conditional obligations as it does for balance sheet instruments. Unless otherwise noted, collateral or other security is not required to support financial instruments with credit risk.

Below is a summary of the notional amounts of the financial instruments with off-balance sheet risk at June 30, 2025 and December 31, 2024:

Contract Amount


(in thousands)	June 30, 2025		December 31, 2024
Commitments to Extend Credit	$	72,011	$	134,178
Unfunded Commitments under lines of credit	$	164,845	$	186,006
Commercial and Standby letters of credit	$	13,526	$	13,576

Allowance For Credit Losses - Off- Balance-Sheet Credit Exposures

The provision for credit losses on unfunded commitments was a reversal of $ 0.5 million and $ 0.8 million for the six months ended June 30, 2025 and June 30, 2024, respectively. The ACL on off-balance-sheet credit exposures total $ 0.7 million at June 30, 2025 and $ 1.2 million at December 31, 2024 and is included in other liabilities on the accompanying consolidated balance sheets.

Litigation

First Guaranty is subject to various legal proceedings in the normal course of its business. First Guaranty assesses its liabilities and contingencies in connection with outstanding legal proceedings. Where it is probable that First Guaranty will incur a loss and the amount of the loss can be reasonably estimated, First Guaranty records a liability in its consolidated financial statements. First Guaranty does not record a loss if the loss is not probable or the amount of the loss is not estimable. First Guaranty Bank is a defendant in a lawsuit alleging fault for a loss of funds by a customer related to fraud by a third party with a possible loss range of $ 0.0 million to $ 1.5 million. The Bank denies the allegations and intends to vigorously defend against this lawsuit, which is in early stages and no trial date has been set. No accrued liability has been recorded related to this lawsuit. First Guaranty settled a case in the third quarter of 2021 for $ 1.1 million. A receivable for $ 0.9 million was recorded for recovery by a claim against First Guaranty's insurer. During the second quarter of 2024, First Guaranty received $ 0.5 million of the $ 0.9 million receivable. The remaining $ 0.4 million was written off. 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. In addition, regardless of their merits or ultimate outcomes, such matters are costly, divert management’s attention, and may materially and adversely affect the reputation of First Guaranty and First Guaranty Bank, even if resolved favorably.

-25-

Note 10. Leases

First Guaranty’s primary leasing activities relate to certain real estate leases of a portion of the main office, certain branches, and certain ATM locations. These leases have all been designated as operating leases. First Guaranty does not lease equipment under operating leases, and does not have leases designated as financing leases.

On June 28, 2024 First Guaranty sold three properties owned by it, two stand-alone branches and a portion of the headquarters building which also contains a branch, to a partnership owned by certain directors of First Guaranty. The aggregate purchase price was approximately $ 14.7 million. All of the properties are located in Louisiana.

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 recorded operating right-of-use ("ROU") assets and corresponding lease liabilities of $ 11.5 million and $ 11.5 million, respectively.

Information concerning First Guaranty’s leases is as follows:


	Six Months Ended June 30, 2025		Six Months Ended June 30, 2024
Weighted-average lease term (in years)	13.8		4.0
Weighted-average discount rate	7.9	%	2.9	%

First Guaranty’s operating lease ROU assets were $ 11.3 million and $ 11.6 million at June 30, 2025 and December 31, 2024, respectively, and the related operating lease liabilities were $ 11.4 million and $ 11.6 million, respectively. The ROU asset is included in Other Assets on the balance sheet, and the related operating lease liabilities are included in Other liabilities.

Operating lease expense, including short-term leases, is included in occupancy expense in the amount of $ 0.8 million and $ 0.2 million for the six months end June 30, 2025 and 2024, respectively. 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 $ 0.7 million and $ 59,000 were included in operating cash flows for the respective six-month periods.

The following table reports minimum lease payments under non-cancelable operating leases at June 30, 2025:


(in thousands)
2025	$	703
2026	1,406
2027	1,406
2028	1,351
2029	1,307
Thereafter	12,797
Total lease payments	18,970
Less: interest	( 7,563 )
Present value of lease liabilities	$	11,407

-26-

Note 11. Fair Value Measurements

The fair value of a financial instrument is the current amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. 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. The fair value hierarchy is as follows:

Level 1 Inputs – Unadjusted quoted market prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

Level 2 Inputs – Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds or credit risks) or inputs that are derived principally from or corroborated by market data by correlation or other means.

Level 3 Inputs – Unobservable inputs for determining the fair values of assets or liabilities that reflect an entity's own assumptions about the assumptions that market participants would use in pricing the assets or liabilities.

A description of the valuation methodologies used for instruments measured at fair value follows, as well as the classification of such instruments within the valuation hierarchy.

Securities available for sale. Securities are classified within Level 1 where quoted market prices are available in an active market. Inputs include securities that have quoted prices in active markets for identical assets. 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 within Level 3 in First Guaranty's portfolio as of June 30, 2025 includes corporate debt and municipal securities.

Loan individually evaluated for impairment. Fair value is measured by either the fair value of the collateral if the loan is collateral dependent (Level 2 or Level 3), or the present value of expected future cash flows, discounted at the loan's effective interest rate (Level 3). Fair value of the collateral is determined by appraisals or by independent valuation.

Other real estate owned. Properties are recorded at the balance of the loan or at estimated fair value less estimated selling costs, whichever is less, at the date acquired. Fair values of other real estate owned ("OREO") 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. Inputs include appraisal values or recent sales activity for similar assets in the property's market; thus, OREO measured at fair value would be classified within either Level 2 or Level 3 of the hierarchy.

Certain non-financial assets and non-financial liabilities are measured at fair value on a non-recurring basis including assets and liabilities related to reporting units measured at fair value in the testing of goodwill impairment, as well as intangible assets and other non-financial long-lived assets measured at fair value for impairment assessment.

The following table summarizes financial assets measured at fair value on a recurring basis as of June 30, 2025 and December 31, 2024, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value:


(in thousands)	June 30, 2025		December 31, 2024
Available for Sale Securities Fair Value Measurements Using:
Level 1: Quoted Prices in Active Markets For Identical Assets	$	49,615	$	147,780
Level 2: Significant Other Observable Inputs	342,139		127,222
Level 3: Significant Unobservable Inputs	5,819		6,095
Securities available for sale measured at fair value	$	397,573	$	281,097

First Guaranty's valuation methodologies may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. While the methodologies used are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value.

The change in Level 1 securities available for sale from December 31, 2024 to June 30, 2025 was due to a net decrease in Treasury bills of $ 98.2 million. There were no transfers between Level 2 and Level 3 from December 31, 2024 to June 30, 2025. There were no transfers between Level 1 and 2 securities available for sale from December 31, 2024 to June 30, 2025.

-27-

The following table reconciles assets measured at fair value on a recurring basis using unobservable inputs (Level 3) :


	Level 3 Changes
(in thousands)	June 30, 2025
Balance, beginning of year	$	6,095
Total gains or losses (realized/unrealized):
Included in earnings	—
Included in other comprehensive income	51
Purchases, sales, issuances and settlements, net	( 327 )
Transfers in and/or out of Level 3	—
Balance as of end of period	$	5,819

There were no gains or losses for the period included in earnings attributable to the change in unrealized gains or losses related to assets still held as of June 30, 2025.

The following table measures financial assets and financial liabilities measured at fair value on a non-recurring basis as of June 30, 2025 and December 31, 2024, segregated by the level of valuation inputs within the fair value hierarchy utilized to measure fair value:


(in thousands)	At June 30, 2025		At December 31, 2024
Fair Value Measurements Using: Loans Individually Evaluated for Impairment
Level 1: Quoted Prices in Active Markets For Identical Assets	$	—	$	—
Level 2: Significant Other Observable Inputs	—		—
Level 3: Significant Unobservable Inputs	73,019		50,449
Loans individually evaluated for impairment measured at fair value	$	73,019	$	50,449

Fair Value Measurements Using: Other Real Estate Owned
Level 1: Quoted Prices in Active Markets For Identical Assets	$	—	$	—
Level 2: Significant Other Observable Inputs	7,657		319
Level 3: Significant Unobservable Inputs	—		—
Other real estate owned measured at fair value	$	7,657	$	319

ASC 825-10 provides First Guaranty with an option to report selected financial assets and liabilities at fair value. The fair value option established by this statement permits First Guaranty to choose to measure eligible items at fair value at specified election dates and report unrealized gains and losses on items for which the fair value option has been elected in earnings at each reporting date subsequent to implementation.

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.

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Note 12. Financial Instruments

Fair value estimates are generally subjective in nature and are dependent upon a number of significant assumptions associated with each instrument or group of similar instruments, including estimates of discount rates, risks associated with specific financial instruments, estimates of future cash flows and relevant available market information. Fair value information is intended to represent an estimate of an amount at which a financial instrument could be exchanged in a current transaction between a willing buyer and seller engaging in an exchange transaction. However, since there are no established trading markets for a significant portion of First Guaranty's financial instruments, First Guaranty may not be able to immediately settle financial instruments; as such, the fair values are not necessarily indicative of the amounts that could be realized through immediate settlement. In addition, the majority of the financial instruments, such as loans and deposits, are held to maturity and are realized or paid according to the contractual agreement with the customer.

Quoted market prices are used to estimate fair values when available. However, due to the nature of the financial instruments, in many instances quoted market prices are not available. Accordingly, estimated fair values have been estimated based on other valuation techniques, such as discounting estimated future cash flows using a rate commensurate with the risks involved or other acceptable methods. Fair values are estimated without regard to any premium or discount that may result from concentrations of ownership of financial instruments, possible income tax ramifications or estimated transaction costs. The fair value estimates are subjective in nature and involve matters of significant judgment and, therefore, cannot be determined with precision. Fair values are also estimated at a specific point in time and are based on interest rates and other assumptions at that date. As events change the assumptions underlying these estimates, the fair values of financial instruments will change.

Disclosure of fair values is not required for certain items such as lease financing, investments accounted for under the equity method of accounting, obligations of pension and other postretirement benefits, premises and equipment, other real estate, prepaid expenses, the value of long-term relationships with depositors (core deposit intangibles) and other customer relationships, other intangible assets and income tax assets and liabilities. Fair value estimates are presented for existing on- and off-balance sheet financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. In addition, the tax ramifications related to the realization of the unrealized gains and losses have not been considered in the estimates. Accordingly, the aggregate fair value amounts presented do not purport to represent and should not be considered representative of the underlying market or franchise value of First Guaranty.

Because the standard permits many alternative calculation techniques and because numerous assumptions have been used to estimate the fair values, reasonable comparison of the fair value information with other financial institutions' fair value information cannot necessarily be made. 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. Cash and due from bank for the purposes of the Consolidated Statements of Cash Flows include cash on hand, balances due from banks: which includes non-interest and interest-bearing accounts, and federal funds sold, all of which mature within ninety days.

Investment Securities.

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. These loans are classified within level 3 of the fair value hierarchy.

Loans, net.

Market values are computed present values using net present value formulas. The present value is the sum of the present value of all projected cash flows on an item at a specified discount rate. The discount rate is set as an appropriate rate index, plus or minus an appropriate spread. These loans are classified within level 3 of the fair value hierarchy.

Loan individually evaluated for impairment.

Fair value is measured by either the fair value of the collateral if the loan is collateral dependent (Level 2 or Level 3), or the present value of expected future cash flows, discounted at the loan's effective interest rate (Level 3). Fair value of the collateral is determined by appraisals or by independent valuation.

Accrued interest receivable.

The carrying amount of accrued interest receivable approximates its fair value.

Deposits.

The fair value of customer deposits, excluding certificates of deposit, is the amount payable on demand. Market values of certificates of deposit are actually computed present values using net present value formulas. The present value is the sum of the present value of all projected cash flows on an item at a

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specified discount rate. The discount rate is set as an appropriate rate index, plus or minus an appropriate spread. Deposits are classified within level 3 of the fair value hierarchy.

Accrued interest payable.

The carrying amount of accrued interest payable approximates its fair value.

Borrowings.

The carrying amount of federal funds purchased and other short-term borrowings approximate their fair values. The fair value of First Guaranty's long-term borrowings is computed using net present value formulas. The present value is the sum of the present value of all projected cash flows on an item at a specified discount rate. The discount rate is set as an appropriate rate index, plus or minus an appropriate spread. Borrowings are classified within level 3 of the fair value hierarchy.

The carrying amounts and estimated fair values of financial instruments at June 30, 2025 were as follows:


	Fair Value Measurements at June 30, 2025 Using
(in thousands)	Carrying Amount		Level 1		Level 2		Level 3		Total
Assets
Cash and due from banks	$	714,313	$	714,313	$	—	$	—	$	714,313
Federal funds sold	557		557		—		—		557
Securities, available for sale	397,573		49,615		342,139		5,819		397,573
Securities, held for maturity	322,149		—		260,080		—		260,080
Loans held for sale	—		—		—		—		—
Loans, net	2,351,634		—		—		2,316,332		2,316,332
Accrued interest receivable	13,305		—		—		13,305		13,305

Liabilities
Deposits	$	3,481,338	$	—	$	—	$	3,488,045	3,488,045


Repurchase agreements	7,117		—		—		7,134		7,134
Accrued interest payable	19,498		—		—		19,498		19,498
Long-term advances from Federal Home Loan Bank	135,000		—		—		136,225		136,225
Senior long-term debt	14,186		—		—		14,266		14,266
Junior subordinated debentures	29,775		—		—		29,775		29,775

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The carrying amounts and estimated fair values of financial instruments at December 31, 2024 were as follows:


			Fair Value Measurements at December 31, 2024 Using
(in thousands)	Carrying Amount		Level 1		Level 2		Level 3		Total
Assets
Cash and due from banks	$	563,778	$	563,778	$	—	$	—	$	563,778
Federal funds sold	430		430		—		—		430
Securities, available for sale	281,097		147,780		127,222		6,095		281,097
Securities, held for maturity	321,622		—		251,458		—		251,458
Loans, net	2,658,969		—		—		2,508,440		2,508,440
Accrued interest receivable	14,850		—		—		14,850		14,850

Liabilities
Deposits	$	3,476,260	$	—	$	—	$	3,475,411	3,475,411


Repurchase agreements	7,009		—		—		7,005		7,005
Accrued interest payable	20,437		—		—		20,437		20,437
Long-term advances from Federal Home Loan Bank	135,000		—		—		134,977		134,977
Senior long-term debt	15,169		—		—		15,274		15,274
Junior subordinated debentures	44,745		—		—		45,000		45,000

There is no material difference between the contract amount and the estimated fair value of off-balance sheet items that are primarily comprised of short-term unfunded loan commitments that are generally at market prices.

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Note 13. Segment Reporting

First Guaranty is engaged in a single line of business as a financial institution, which provides a full range of banking, financial and trust services to state, county and local government entities and individuals and small and commercial businesses. First Guaranty has identified its President and Chief Executive Officer as the chief operating decision maker (“CODM”), who uses consolidated net income (see Consolidated Statements of Income) to determine how resources should be allocated and manage First Guaranty. First Guaranty’s operations constitute a single operating segment and therefore, a single reportable segment, because the CODM manages the business activities using information of First Guaranty as a whole. The accounting policies used to measure the profit and loss of the segment are the same as those described in the summary of significant accounting policies described in Note 1 included in Form 10-K for the year ended December 31, 2024. First Guaranty’s most significant reported source of income and expense are interest income and interest expense (see Consolidated Statements of Income). The remaining significant segment income and expenses are described in the Consolidated Statements of Income.

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion of First Guaranty's financial condition and results of operations is intended to highlight the significant factors affecting First Guaranty's financial condition and results of operations presented in the consolidated financial statements included in this Form 10-Q. This discussion is designed to provide readers with a more comprehensive view of the operating results and financial position than would be obtained from reading the consolidated financial statements alone. Reference should be made to those statements for an understanding of the following review and analysis. The financial data at June 30, 2025 and for the three and six months ended June 30, 2025 and 2024 have been derived from unaudited consolidated financial statements and include, in the opinion of management, all adjustments (consisting of normal recurring accruals and provisions) necessary to present fairly First Guaranty's financial position and results of operations for such periods.

Special Note Regarding Forward-Looking Statements

Congress passed the Private Securities Litigation Act of 1995 in an effort to encourage corporations to provide information about a company's anticipated future financial performance. This act provides a safe harbor for such disclosure, which protects us from unwarranted litigation, if actual results are different from management expectations. This discussion and analysis contains forward-looking statements and reflects management's current views and estimates of future economic circumstances, industry conditions, company performance and financial results. The words "may," "should," "expect," "anticipate," "intend," "plan," "continue," "believe," "seek," "estimate" and similar expressions are intended to identify forward-looking statements. These forward-looking statements are subject to a number of factors and uncertainties, including, changes in general economic conditions, either nationally or in our market areas, that are worse than expected; competition among depository and other financial institutions; inflation and changes in the interest rate environment that reduce our margins or reduce the fair value of financial instruments; adverse changes in the securities markets; changes in laws or government regulations or policies affecting financial institutions, including changes in regulatory fees and capital requirements; our ability to enter new markets successfully and capitalize on growth opportunities; our ability to successfully integrate acquired entities; changes in consumer spending, borrowing and savings habits; changes in accounting policies and practices, as may be adopted by the bank regulatory agencies, the Financial Accounting Standards Board, the Securities and Exchange Commission and the Public Company Accounting Oversight Board; changes in our organization, compensation and benefit plans; changes in our financial condition or results of operations that reduce capital available to pay dividends; increases in our provision for credit losses and changes in the financial condition or future prospects of issuers of securities that we own, which could cause our actual results and experience to differ from the anticipated results and expectations, expressed in such forward-looking statements. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.

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Second Quarter and Six Months Ended June 30, 2025, Financial Overview

First Guaranty Bancshares is a Louisiana corporation and a financial holding company headquartered in Hammond, Louisiana. Our wholly-owned subsidiary, First Guaranty Bank, a Louisiana-chartered commercial bank, provides personalized commercial banking services primarily to Louisiana and Texas customers through 31 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. We emphasize personal relationships and localized decision making to ensure that products and services are matched to customer needs. We compete for business principally on the basis of personal service to customers, customer access to officers and directors and competitive interest rates and fees.

Financial highlights for the second quarter and six months ended June 30, 2025 are as follows:

• First Guaranty continued with its business strategy to reduce risk in the loan portfolio during the second quarter of 2025. Non-performing assets were reduced by $6.8 million as compared to March 31, 2025. This was primarily accomplished through a successful workout structure associated with a previous commercial real estate loan on non-accrual collateralized by an assisted living center loan located in Alabama. Additionally, in July 2025 First Guaranty sold an $8.8 million non-accrual loan secured by a shopping center located in the Mid-West. First Guaranty’s largest OREO property, a $7.4 million land development loan in Texas, is under a sales agreement with an anticipated sale in the fourth quarter of 2025.

• First Guaranty recorded a provision to the credit allowance of $16.6 million for the second quarter of 2025. The primary driver for the provision was related to specific reserves on individually evaluated loans and increased reserves due to the recent loan portfolio trends. First Guaranty’s allowance for credit losses was 2.44% of total loans as of June 30, 2025. Subsequent to the filing of First Guaranty’s press release on July 31, 2025 First Guaranty made an additional provision of $1.9 million to the credit allowance. The additional provision was associated with two loans that were individually evaluated for impairment.

• First Guaranty continued with its expense reduction plans in the second quarter of 2025. Noninterest expense totaled $17.3 million in the second quarter of 2025, a decline of $0.8 million compared to the first quarter of 2025. The decline was primarily due to reduced personnel expense and reduced professional fees as the bank did not sell any loans in the second quarter. Comparing the second quarter of 2025 with the second quarter of 2024, First Guaranty reduced noninterest expense by $3.3 million. This translates into an annual run rate savings of approximately $13.4 million which is line with First Guaranty’s strategic plans previously announced in the second quarter of 2024.

• First Guaranty loan balances declined to $2.41 billion at June 30, 2025 compared to $2.51 billion at March 31, 2025, $2.69 billion at December 31, 2024, and $2.77 billion at September 30, 2024. The reduction in loan balances occurred due to participations, payoffs, write offs, loan sales and loan amortization. The continued reduction was part of First Guaranty’s strategy to reduce loan concentration risk particularly related to commercial real estate loans. Total real estate secured loans declined to $1.94 billion at June 30, 2025 compared to $2.02 billion at March 31, 2025, $2.14 billion at December 31, 2024 and $2.16 billion at September 30, 2024. First Guaranty’s unfunded loan commitments for commercial real estate construction declined to $35 million at June 30, 2025 compared to $58 million at March 31, 2025, $72 million at December 31, 2024 and $108 million at September 30, 2024. First Guaranty anticipates continuing to reduce commercial real estate secured loans in 2025.

• Total assets decreased $3.1 million and were $4.0 billion at June 30, 2025 to December 31, 2024. Total loans at June 30, 2025 were $2.4 billion, a decrease of $283.3 million, or 10.5%, compared with December 31, 2024. Total deposits were $3.5 billion at June 30, 2025, a decrease of $5.1 million, or 0.1%, compared with December 31, 2024. Retained earnings were $58.1 million at June 30, 2025, a decrease of $14.9 million compared to $73.0 million at December 31, 2024. Shareholders' equity was $263.1 million and $255.0 million at June 30, 2025 and December 31, 2024, respectively.

• Net (loss) income for the three months ended June 30, 2025 and 2024 was $(7.3) million and $7.2 million respectively, a decrease of $14.5 million. Net (loss) income for the six months ended June 30, 2025 and 2024 was $(13.5) million and $9.5 million, respectively, a decrease of $23.0 million. The provision for credit losses was the primary driver for the loss as net interest income and noninterest income were stable for the quarter and noninterest expense declined. Net (loss) income for the three and six months ended June 30, 2025 decreased by $1.5 million subsequent to the filing of First Guaranty's press release on July 31, 2025 as a result of the additional provision for credit losses noted above.

• (Loss) earnings per common share were $(0.61) and $0.53 for the three months ended June 30, 2025 and 2024, respectively. Total weighted average shares outstanding were 12,910,785 and 12,504,717 for the three months ended June 30, 2025 and 2024, respectively. (Loss) earnings per common share were $(1.15) and $0.67 for the six months ended June 30, 2025 and 2024, respectively. Total weighted average shares outstanding were 12,709,905 and 12,497,313 for the six months ended June 30, 2025 and 2024, respectively. The change in shares was primarily due to the conversion of $15.0 million in subordinated debt for common stock and the issuance of 358,680 shares of common stock under private placement during the second quarter of 2025.

• The allowance for credit losses was $58.9 million or 2.44% of total loans at June 30, 2025 compared to $34.8 million or 1.29% at December 31, 2024.

• Net interest income for the three months ended June 30, 2025 was $22.2 million compared to $21.2 million for the three months ended June 30, 2024. Net interest income for the six months ended June 30, 2025 was $44.5 million compared to $43.2 million for the six months ended June 30, 2024.

• The provision for credit losses for the three months ended June 30, 2025 was $16.6 million compared to $6.8 million for the three months ended June 30, 2024. The provision for credit losses for the six months ended June 30, 2025 was $31.2 million compared to $9.1 million for the six months ended June 30, 2024.

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• Charge-offs were $1.1 million during the three months ended June 30, 2025 and $8.8 million during the same period in 2024. Recoveries totaled $0.2 million during the three months ended June 30, 2025 and $0.3 million during the same period in 2024. Charge-offs were $8.0 million during the six months ended June 30, 2025 and $11.1 million during the same period in 2024. Recoveries totaled $0.4 million during the six months ended June 30, 2025 and $0.5 million during the same period in 2024.

• First Guaranty had $7.7 million of other real estate owned as of June 30, 2025 compared to $0.3 million at December 31, 2024. $7.4 million of other real estate owned as of June 30, 2025 is comprised of a land development project that is under contract to be sold in the fourth quarter of 2025.

• The net interest margin for the three months ended June 30, 2025 was 2.34% which was a decrease of 14 basis points from the net interest margin of 2.48% for the same period in 2024. The net interest margin for the six months ended June 30, 2025 was 2.35% which was a decrease of 18 basis points from the net interest margin of 2.53% for the same period in 2024. Loans as a percentage of average interest earning assets decreased to 66.5% at June 30, 2025 compared to 81.1% at June 30, 2024.

• Investment securities net of the allowance for credit losses totaled $719.7 million at June 30, 2025, an increase of $117.0 million when compared to $602.7 million at December 31, 2024. At June 30, 2025, available for sale securities, at fair value, totaled $397.6 million, an increase of $116.5 million when compared to $281.1 million at December 31, 2024. At June 30, 2025, held to maturity securities, at amortized cost and net of the allowance for credit losses totaled $322.1 million, an increase of $0.5 million when compared to $321.6 million at December 31, 2024. The allowance for credit losses for HTM securities was $0.2 million at June 30, 2025 and December 31, 2024.

• Total loans net of unearned income were $2.4 billion at June 30, 2025, a net decrease of $283.3 million from December 31, 2024. Total loans net of unearned income are reduced by the allowance for credit losses which totaled $58.9 million at June 30, 2025 and $34.8 million at December 31, 2024, respectively.

• Nonaccrual loans increased $10.7 million to $119.2 million at June 30, 2025 compared to $108.5 million at December 31, 2024. Nonaccrual loans decreased $14.2 million when compared to March 31, 2025.

• At June 30, 2025, the largest 6 non-performing loan relationships comprise 75% of total non-performing loans. Additional details on the non-performing relationships are as follows:

1. A $27.5 million loan relationship secured by an independent living center located in Louisiana; the loan was placed on nonaccrual in the fourth quarter of 2024.

2. A $25.9 million loan relationship secured by a multifamily apartment complex located in Texas; the loan was placed on nonaccrual in the fourth quarter of 2024.

3. A $15.6 million loan relationship secured by an assisted living center located in Louisiana; the loan was placed on nonaccrual in the second quarter of 2025.

4. A $8.8 million loan relationship was placed on nonaccrual at June 30, 2024. The loan relationship originally totaled $37.0 million and was secured by five retail shopping center properties located in the Midwest. First Guaranty initiated liquidation of the collateral with two properties sold in the fourth quarter of 2024 and two properties sold in the first quarter of 2025. The proceeds, net of charge-offs, reduced the balance to $8.8 million at June 30, 2025. This loan was subsequently sold and paid off in full during July 2025.

5. A $6.7 million loan relationship secured by a multifamily apartment complex located in Texas; the loan was placed on nonaccrual in the second quarter of 2025.

6. 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.

• First Guaranty charged off $1.1 million in loan balances during the second quarter of 2025. The details of the $1.1 million in charged-off loans were as follows:

1. First Guaranty charged off $0.2 million in consumer loans during the second quarter of 2025. The consumer loan charge offs included $0.1 million in credit card loans, $0.1 million of loans secured by automobiles or equipment, and $0.1 million in unsecured loans.

2. First Guaranty charged off $0.3 million on a commercial and industrial loan during the second quarter of 2025. This relationship had no remaining principal balance as of June 30, 2025.

3. First Guaranty charged off $0.2 million on a commercial lease loan relationship during the second quarter of 2025. This relationship had a remaining principal balance of $1.2 million as of June 30, 2025.

4. Smaller loans and overdrawn deposit accounts comprised the remaining $0.4 million of charge-offs for the second quarter of 2025.

• Noninterest expense totaled $17.3 million for the second quarter of 2025, $18.0 million for the first quarter of 2025, $17.9 million for the fourth quarter of 2024, $19.7 million for the third quarter of 2024, and $20.6 million for the second quarter of 2024. Full time equivalent employees totaled 360 at June 30, 2025. Full time equivalent employees totaled 380 at March 31, 2025, 399 at December 31, 2024, and 495 at June 30, 2024.

• Return on average assets for the three months ended June 30, 2025 and 2024 was (0.75)% and 0.81%, respectively. Return on average assets for the six months ended June 30, 2025 and 2024 was (0.69)% and 0.54%, respectively. Return on average common equity for the three months ended June 30, 2025 and 2024 was (14.33)% and 12.16%, respectively. Return on average common equity for the six months ended June 30, 2025 and 2024 was (13.31)% and 7.66% 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 $15.21 as of June 30, 2025 compared to $17.75 as of December 31, 2024. The decrease was due primarily to the decrease in retained earnings and recent issuance of new shares, partially offset by changes in accumulated other comprehensive income ("AOCI").

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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 sold 161,760 shares of its common stock in a private placement to directors and officers of First Guaranty and First Guaranty Bank at a price of $8.10 per share. The proceeds from the private placement will be used for general corporate purposes.

• First Guaranty issued 1,981,506 shares of its common stock in exchange for $15.0 million of subordinated debt and the payment of interest thereon. The subordinated debt was previously held by Edgar R. Smith, III, a director of First Guaranty Bancshares.

• First Guaranty issued an aggregate of 88,482 shares of its common stock to Smith & Tate Investment, LLC. 36,060 shares of common stock were issued as payment of interest on senior debt held by Smith & Tate Investment, LLC, and 52,422 shares of common stock were issued as payment of interest due on $30.0 million of subordinated debt held by Smith & Tate Investment, LLC. Smith & Tate Investment, LLC is a company controlled by Edgar R. Smith, III, a director of First Guaranty Bancshares.

• First Guaranty's Board of Directors declared cash dividends of $0.01 and $0.16 per common share in the second quarter of 2025 and 2024. The reduction in the common stock dividend payment was done in order to increase capital as part of First Guaranty’s new business strategy announced in the third quarter of 2024. First Guaranty has paid 128 consecutive quarterly dividends as of June 30, 2025.

• First Guaranty paid preferred stock dividends of $1.2 million during the first six months of 2025 and 2024.

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Financial Condition

Changes in Financial Condition from December 31, 2024 to June 30, 2025

Assets

Total assets at June 30, 2025 were $4.0 billion, a decrease of $3.1 million from December 31, 2024. Assets decreased primarily due to a decrease in net loans of $307.3 million partially offset by increases in cash and cash equivalents of $150.7 million and investment securities of $117.0 million at June 30, 2025 compared to December 31, 2024.

Loans

Net loans decreased $307.3 million, or 11.6%, to $2.4 billion at June 30, 2025 from December 31, 2024. Non-farm non-residential loan balances decreased $107.3 million due to the sale of loans and paydowns. Construction and land development loans decreased $61.2 million principally due to the sale of loans and the conversion of existing loans to permanent financing. Commercial lease loan balances decreased $61.0 million primarily due to paydowns on the existing lease portfolio. First Guaranty's commercial lease portfolio generally has higher yields than commercial real estate loans but shorter average lives. Multifamily loans decreased $20.3 million primarily due to paydowns. Commercial and industrial loans decreased $19.4 million primarily due to paydowns. One-to-four family residential loans decreased $9.9 million primarily due to paydowns. Farmland loans decreased $3.7 million primarily due to seasonal activity. Consumer and other loans decreased $4.0 million primarily due to paydowns. Agricultural loans increased $2.1 million due to seasonal activity. First Guaranty had approximately 3.7% of funded and 1.6% of unfunded commitments in our loan portfolio to businesses engaged in support or service activities for oil and gas operations. First Guaranty's hotel and hospitality portfolio totaled $164.3 million at June 30, 2025. As part of the management of risks in our loan portfolio, First Guaranty had previously established an internal guidance limit of approximately $200.0 million for its hotel and hospitality portfolio. First Guaranty had $311.1 million in loans related to our Texas markets at June 30, 2025 compared to $407.1 million at December 31, 2024. First Guaranty had $330.9 million in loans related to our Mideast markets in Kentucky and West Virginia at June 30, 2025 compared to $335.5 million at December 31, 2024. Syndicated loans at June 30, 2025 were $52.7 million, of which $24.2 million were shared national credits. Syndicated loans decreased $1.2 million from $53.9 million at December 31, 2024.

As of June 30, 2025, 80.1% of our loan portfolio was secured by real estate. The largest portion of our loan portfolio, at 43.5% as of June 30, 2025, was non-farm non-residential loans secured by real estate. Approximately 55.3% of the loan portfolio was based on a floating rate tied to the prime rate, Secured Overnight Financing Rate ("SOFR"), or Treasury rates as of June 30, 2025. 46.2% of the loan portfolio is scheduled to mature within five years from June 30, 2025.

Commercial real estate (“CRE”) has received increased regulatory scrutiny in recent quarters due to valuation concerns associated with the increase in market interest rates and the impact of the COVID-19 pandemic. First Guaranty has utilized enhanced risk management practices for CRE concentration analysis for several years. 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 generally approves CRE loans with loan-to-values of 80% or less. First Guaranty also generally requires for construction related CRE loans that the borrower provides their equity contribution upfront before loan funds are advanced. 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. The following is a summary of the largest CRE related loans associated with hotel and motels, office properties, apartment complexes, healthcare related properties, and properties under construction as of June 30, 2025. First Guaranty generally does not finance multi-story office buildings in major metropolitan areas. The largest CRE loan secured by a hotel or motel totaled $19.7 million. The property is a flagged hotel located in Texas. The largest CRE loan secured by an office related property totaled $21.1 million and is located in West Virginia. The largest CRE loan secured by an apartment complex totaled $40.9 million and is located in Louisiana. The largest healthcare related loan is a $27.5 million property secured by an independent living center located in Louisiana. This healthcare loan is in non-accrual status. The largest CRE loan under construction totaled $32.0 million for an apartment complex and is secured by a property located in Texas.

The increase in classified assets at June 30, 2025 as compared to December 31, 2024 was due to a $91.7 million increase in substandard loans. The increase in substandard loans was primarily the result of downgrades during the first quarter of 2025 of two non-farm non-residential loan relationships totaling $15.6 million and $14.1 million, from pass to substandard status, one construction and land development loan totaling $16.1 million, from special mention to substandard, and one commercial loan relationship totaling $11.1 million, from pass to substandard. Additionally, the downgrade of one non-farm non-residential loan totaling $13.6 million, from pass to substandard, during the second quarter of 2025. Special mention loans increased by $60.9 million in 2025. The increase in special mention loans was primarily the result of downgrade of two non-farm non-residential loan relationships, with balances of $26.4 million and $19.9 million, during the first quarter of 2025, and the downgrade of one construction and land development loan relationship totaling $11.0 million, during the second quarter of 2025, all from pass to special mention status.

Net loans are reduced by the allowance for credit losses which totaled $58.9 million at June 30, 2025 and $34.8 million at December 31, 2024. Loan charge-offs were $8.0 million during the first six months of 2025 and $11.1 million during the same period in 2024. Recoveries totaled $0.4 million during the first six months of 2025 and $0.5 million during the same period in 2024. The provision for credit losses totaled $31.2 million for the first six months of 2025 and $9.1 million for the same period in 2024. See Note 4 of the Notes to Consolidated Financial Statements for more information on loans and Note 5 for more information on the allowance for credit losses.

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Investment Securities

Investment securities net of the allowance for credit losses at June 30, 2025 totaled $719.7 million, an increase of $117.0 million compared to $602.7 million at December 31, 2024. The portfolio consists of both available for sale (AFS) and held to maturity securities (HTM). The securities designated as held to maturity are agency and corporate debt securities that are part of First Guaranty’s investment strategy and public funds collateralization program. We purchase securities for our investment portfolio to provide a source of liquidity, to provide an appropriate return on funds invested, to manage interest rate risk and meet pledging requirements for public funds and borrowings.

The securities portfolio consisted principally of U.S. Government and Government agency securities, agency mortgage-backed securities, U.S. Government mortgage-backed securities, corporate debt securities and municipal bonds. 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, Fannie Mae, or the U.S Government (GNMA). 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. Corporate securities generally have a maturity of 10 years or less. U.S. Government securities consist of U.S. Treasury securities that have maturities of less than two years. Government agency securities generally have maturities of 15 years or less. Agency and Government mortgage-backed securities generally stated final maturities of 15 to 20 years.

Our available for sale securities portfolio totaled $397.6 million at June 30, 2025, an increase of $116.5 million, or 41.4%, compared to $281.1 million at December 31, 2024. The increase was primarily due to the purchase of collateralized mortgage obligations and mortgage-backed securities. In the second quarter of 2025, First Guaranty has primarily purchased U.S. Government securities and U.S. Government mortgage-backed and collateralized mortgage obligations.

Our held to maturity securities portfolio net of the allowance for credit losses totaled $322.1 million at June 30, 2025, an increase of $0.5 million, or 0.2%, compared to $321.6 million at December 31, 2024.

At June 30, 2025, $50.7 million, or 7.0%, of the securities portfolio was scheduled to mature in less than one year. $29.0 million, or 4.0%, of the securities portfolio, not including collateralized mortgage obligations and mortgage-backed securities, were scheduled to mature between one and five years. The majority of these securities were corporate bonds. $136.5 million, or 19.0%, of the securities portfolio, not including collateralized mortgage obligations and mortgage-backed securities, were scheduled to mature between five and ten years. Securities, not including collateralized mortgage obligations and mortgage-backed securities, with contractual maturity dates over 10 years totaled $182.3 million, or 25.3%, of the total securities portfolio at June 30, 2025. The average maturity of the securities portfolio is affected by call options that may be exercised by the issuer of the securities and are influenced by market interest rates. Prepayments of mortgages that collateralize mortgage-backed securities also affect the maturity of the securities portfolio. Based on internal forecasts as of June 30, 2025, management believes that the securities portfolio has a forecasted weighted average life of approximately 7.01 years based on the current interest rate environment. The portfolio had an estimated effective duration of 5.24 years at June 30, 2025.

There were no credit related impairment of available for sale securities during the six months ended June 30, 2025 or 2024. The allowance for credit losses for held to maturity securities was $0.2 million at June 30, 2025 and December 31, 2024.

Nonperforming Assets

Nonperforming assets consist of nonperforming loans and other real estate owned. Nonperforming 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. Loans are ordinarily placed on nonaccrual status when principal and interest is delinquent for 90 days or more. However, management may elect to continue the accrual when the asset is well secured and in the process of collection. It is our policy to discontinue the accrual of interest income on any loan for which we have reasonable doubt as to the payment of interest or principal. When a loan is placed on nonaccrual status, unpaid interest credited to income is reversed. Nonaccrual loans are returned to accrual status when the financial position of the borrower indicates there is no longer any reasonable doubt as to the payment of principal or interest and a reasonable payment performance period is observed (generally considered six months or longer). Other real estate owned consists of property acquired through formal foreclosure, in-substance foreclosure or by deed in lieu of foreclosure.

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


(in thousands)	June 30, 2025			December 31, 2024
Nonaccrual loans:
Real Estate:
Construction and land development	$	1,766		$	3,624
Farmland	1,785			2,619
1- 4 family	11,866			10,053
Multifamily	34,668			27,542
Non-farm non-residential	59,668			54,171
Total Real Estate	109,753			98,009
Non-Real Estate:
Agricultural	1,782			1,992
Commercial and industrial	5,567			6,762
Commercial leases	1,961			1,533
Consumer and other	116			233
Total Non-Real Estate	9,426			10,520
Total nonaccrual loans	119,179			108,529

Loans 90 days and greater delinquent & accruing:
Real Estate:
Construction and land development	—			7,394
Farmland	—			—
1- 4 family	—			—
Multifamily	—			—
Non-farm non-residential	284			4,108
Total Real Estate	284			11,502
Non-Real Estate:
Agricultural	—			—
Commercial and industrial	—			—
Commercial leases	—			—
Consumer and other	—			—
Total Non-Real Estate	—			—
Total loans 90 days and greater delinquent & accruing	284			11,502

Total nonperforming loans	119,463			120,031

Real Estate Owned:
Construction and land development	7,384			3
Farmland	—			—
1- 4 family	192			226
Multifamily	—			—
Non-farm non-residential	81			90
Total Real Estate Owned	7,657			319

Total nonperforming assets	$	127,120		$	120,350

Nonperforming assets to total loans	5.27		%	4.47		%
Nonperforming assets to total assets	3.20		%	3.03		%
Nonperforming loans to total loans	4.96		%	4.46		%
Nonaccrual loans to total loans	4.94		%	4.03		%
Allowance for credit losses to nonaccrual loans	49.40		%	32.08		%
Net loan charge-offs to average loans	0.60		%	0.64		%

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At June 30, 2025, nonperforming assets totaled $127.1 million, or 3.20% of total assets, compared to $120.4 million, or 3.03%, of total assets at December 31, 2024, which represented an increase of $6.8 million, or 5.6%. The increase in nonperforming assets occurred primarily due to an increase in nonaccrual loans and other real estate, partially offset by a decrease in loans 90 days greater delinquent. Nonperforming loans included loans previously classified as purchase credit deteriorated following the adoption of CECL.

Nonaccrual loans increased from $108.5 million at December 31, 2024 to $119.2 million at June 30, 2025. Nonaccrual loans included $3.5 million in loans with a government guarantee. These are structured as net loss guarantees in which up to 90% of loss exposure is covered.

At June 30, 2025, loans 90 days or greater delinquent and still accruing totaled $0.3 million, a decrease of $11.2 million compared to $11.5 million at December 31, 2024. The decrease in loans 90 days or greater delinquent and still accruing was attributed to moving those loans to nonaccrual, and was concentrated primarily in non-farm non-residential and construction and land development loans.

Other real estate owned totaled $7.7 million at June 30, 2025, an increase of $7.3 million compared to $0.3 million at December 31, 2024. $7.4 million of other real estate owned as of June 30, 2025 is comprised of a land development project that is under contract to be sold in the fourth quarter of 2025.

At June 30, 2025, the largest 6 non-performing loan relationships comprise 75% of total non-performing loans. Additional details on the non-performing relationships are as follows:

1. A $27.5 million loan relationship secured by an independent living center located in Louisiana; the loan was placed on nonaccrual in the fourth quarter of 2024.

2. A $25.9 million loan relationship secured by a multifamily apartment complex located in Texas; the loan was placed on nonaccrual in the fourth quarter of 2024.

3. A $15.6 million loan relationship secured by an assisted living center located in Louisiana; the loan was placed on nonaccrual in the second quarter of 2025.

5. A $6.7 million loan relationship secured by a multifamily apartment complex located in Texas; the loan was placed on nonaccrual in the second quarter of 2025.

6. 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.

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Allowance for Credit Losses

First Guaranty adopted FASB ASC Topic 326 “Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments” Update No. 2016-13 (“ASU 2016-13”). ASU 2016-13 on January 1, 2023. ASU 2016-13, referred to as the Current Expected Credit Loss (“CECL”) standard, requires financial assets measured on an amortized cost basis, including loans and held-to-maturity debt securities, to be presented at an amount net of an allowance for credit losses, which reflects expected losses for the full life of the financial asset. Unfunded lending commitments are also within the scope of this topic. Under prior GAAP losses were not recognized until the occurrence of the loss was probable.

The allowance for credit losses on loans is maintained to absorb potential losses in the loan portfolio. The allowance is increased by the provision for loan losses, offset by recoveries of previously charged-off loans and is decreased by loan charge-offs. The provision is a charge to current expense to provide for current expected loan losses and to maintain the allowance commensurate with management's evaluation of the risks inherent in the loan portfolio. Various factors are taken into consideration when determining the amount of the provision and the adequacy of the allowance. These factors include but are not limited to:

• past due and nonperforming assets;

• specific internal analysis of loans requiring special attention;

• the current level of regulatory classified and criticized assets and the associated risk factors with each;

• changes in underwriting standards or lending procedures and policies;

• charge-off and recovery practices;

• national and local economic and business conditions;

• nature and volume of loans;

• overall portfolio quality;

• adequacy of loan collateral;

• quality of loan review system and degree of oversight by our board of directors;

• competition and legal and regulatory requirements on borrowers;

• examinations of the loan portfolio by federal and state regulatory agencies and examinations; and

• review by our internal loan review department and independent accountants.

The data collected from all sources in determining the adequacy of the allowance is evaluated on a regular basis by management with regard to current national and local economic trends, prior loss history, underlying collateral values, credit concentrations and industry risks. An estimate of potential loss on specific loans is developed in conjunction with an overall risk evaluation of the total loan portfolio. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as new information becomes available.

The allowance consists of specific, general, and unallocated components. The specific component relates to loans that are classified as doubtful, substandard, or collateral dependent. For such loans that are also classified as collateral dependent, an allowance is established when the collateral value 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 for the past three years adjusted for qualitative factors described above. An unallocated component is maintained to cover uncertainties that could affect the estimate of probable losses.

The balance in the allowance for credit losses is principally influenced by the provision for loan losses, recoveries, and by net loan loss experience. Additions to the allowance are charged to the provision for credit losses. Losses are charged to the allowance as incurred and recoveries on losses previously charged to the allowance are credited to the allowance at the time recovery is collected.

The allowance for credit losses on loans was $58.9 million, or 2.44% of total loans, and 49.3% of nonperforming loans at June 30, 2025.

Comparing June 30, 2025 to December 31, 2024, there were changes within the specific components of the allowance balance.

A provision for credit losses of $31.2 million was made during the six months ended June 30, 2025 and $9.1 million for the same period in 2024. The $31.2 million provision made in 2025 included a $0.5 million negative provision for credit losses related to unfunded commitments. First Guaranty's unfunded commitments declined during the first six months of 2025 which resulted in a reduced liability. The provisions made were taken to provide for current credit losses and to maintain the allowance proportionate to risks inherent in the loan portfolio.

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The loan portfolio factors in the first six months of 2025 that primarily affected the allocation of the allowance included the following:

• Construction and land development loans decreased during the first six months of 2025 due to the sale of loans. The allowance decrease was due primarily to charge-offs of the portfolio.

• One-to-four family residential loans decreased $9.9 million during the first six months of 2025. The allowance increase related to this portfolio was due to changes in the qualitative analysis of the portfolio, and a $0.9 million increase in the allowance for loan individually evaluated.

• Multifamily loans decreased $20.3 million during the first six months of 2025. The allowance increase related to this portfolio was due to changes in the qualitative analysis of the portfolio, and a $3.3 million increase in the allowance for loan individually evaluated.

• Non-farm non-residential loans decreased by $107.3 million during the first six months of 2025. The allowance increase related to this portfolio was due to changes in the qualitative analysis of the portfolio related to economic conditions, and a $8.9 million increase in the allowance for loans individually evaluated.

• Commercial and industrial loans decreased $19.4 million during the first six months of 2025. The allowance increase related to this portfolio was due to changes in the qualitative analysis of the portfolio, and a $3.5 million increase in the allowance for loans individually evaluated.

• Commercial leases decreased $61.0 million during the first six months of 2025. The allowance increase related to this portfolio was due to changes in the qualitative analysis of the portfolio.

• Consumer and other loans decreased $4.0 million during the first six months of 2025. The decrease in the related loan loss allowance balance was due primarily to charge-offs and qualitative analysis of the portfolio.

First Guaranty charged off $8.0 million in loan balances during the first six months of 2025. The details of the $8.0 million in charged-off loans were as follows:

1. First Guaranty charged off $0.6 million in consumer loans during the first six months of 2025. The consumer loan charge offs included $0.1 million in credit card loans, $0.2 million of loans secured by automobiles or equipment, and $0.3 million in unsecured loans.

2. First Guaranty charged off $4.9 million on a construction and land development loan that was subsequently sold during the first quarter of 2025. This relationship had no remaining principal balance as of June 30, 2025.

3. First Guaranty charged off $0.9 million on a construction and land development loan that was subsequently sold during the first quarter of 2025. This relationship had no remaining principal balance as of June 30, 2025.

4. First Guaranty charged off $0.3 million on a commercial and industrial loan during the second quarter of 2025. This relationship had no remaining principal balance as of June 30, 2025.

5. First Guaranty charged off $0.2 million on a commercial lease loan relationship during the second quarter of 2025. This relationship had a remaining principal balance of $1.2 million as of June 30, 2025.

6. Smaller loans and overdrawn deposit accounts comprised the remaining $1.1 million of charge-offs for the first six months of 2025.

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Other information related to the allowance for credit losses is as follows:


(in thousands)	Six Months Ended June 30, 2025		Six Months Ended June 30, 2024
Loans:
Average outstanding balance	$	2,541,990	$	2,784,384
Balance at end of period	$	2,410,505	$	2,833,350

Allowance for Credit Losses:
Balance at beginning of year	$	34,811	$	30,926
Charge-offs	(8,017)		(11,052)
Recoveries	409		504
Provision	31,668		9,909
Balance at end of period	$	58,871	$	30,287

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. We regularly assess our funding needs, deposit pricing and interest rate outlooks. From December 31, 2024 to June 30, 2025, total deposits increased $5.1 million, or 0.1%, to $3.5 billion. Noninterest-bearing demand deposits increased $38.2 million, or 9.5%, to $442.3 million at June 30, 2025. The increase in noninterest-bearing demand deposits was primarily concentrated in business noninterest-bearing demand deposits. The majority of the increase in business noninterest-bearing demand deposits was associated with seasonal activity that increased at the end of June 30, 2025. Interest-bearing demand deposits increased $15.9 million, or 1.1%, to $1.4 billion at June 30, 2025. The increase in interest-bearing demand deposits was primarily concentrated in public funds interest-bearing demand deposits that have seasonal fluctuations. Savings deposits increased $12.7 million, or 5.4%, to $247.1 million at June 30, 2025, primarily related to increases in business and individual savings deposits. Time deposits decreased $61.7 million, or 4.3%, to $1.4 billion at June 30, 2025, primarily due to decreases in brokered time deposits.

Management will continue to evaluate and update our product mix and related technology in its efforts to attract additional customers. We currently offer a number of deposit products that are competitively priced and designed to attract and retain customers with primary emphasis on noninterest-bearing deposits, select time deposits and other lower cost deposits.

As of June 30, 2025, the aggregate amount of outstanding certificates of deposit in amounts greater than $250,000 was approximately $191.7 million. At June 30, 2025, approximately $21.7 million of First Guaranty's certificates of deposit greater than $250,000 had a remaining term greater than one year.

The total amount of our uninsured deposits (deposits in excess of $250,000, as calculated in accordance with FDIC regulations) was estimated at $263.4 million at June 30, 2025. This total excludes public funds deposits that are collateralized by securities or FHLB letters of credit. The amount of uninsured deposits including collateralized public funds deposits was estimated at $838.6 million at June 30, 2025.

The following table sets forth the distribution of our time deposit accounts.


(in thousands)	June 30, 2025
Time deposits of less than $100,000	$	855,032
Time deposits of $100,000 through $250,000	342,230
Time deposits of more than $250,000	191,729
Total Time Deposits	$	1,388,991

The following table sets forth the maturity of the time deposits greater than $250,000 at June 30, 2025.


(in thousands)	June 30, 2025
Three months or less	$	43,191
Three to six months	62,092
Six months to one year	64,738
One to three years	6,386
More than three years	15,322
Total Time Deposits greater than $250,000	$	191,729

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Public funds deposits totaled $1.1 billion at June 30, 2025 and $1.0 billion at December 31, 2024. Public funds time deposits totaled $69.6 million at June 30, 2025 compared to $78.4 million at December 31, 2024. Public funds deposits increased due to seasonal fluctuations. First Guaranty has developed a program for the retention and management of public funds deposits. Since the end of 2012, First Guaranty has maintained public funds deposits in excess of $400.0 million. These deposits are from public entities such as school districts, hospital districts, sheriff departments and municipalities. The majority of these funds are under fiscal agency agreements with terms of three years or less. Deposits under fiscal agency agreements are generally stable but public entities may maintain the ability to negotiate term deposits on a specific basis including with other financial institutions. These deposits generally have stable balances as we maintain both operating accounts and time deposits for these entities. There is a seasonal component to public deposit levels associated with annual tax collections. Public funds will increase at the end of the year and during the first quarter. In addition to seasonal fluctuations, there are monthly fluctuations associated with internal payroll and short-term tax collection accounts for our public funds deposit accounts. Public funds deposit accounts are collateralized by FHLB letters of credit, by expanded reciprocal deposit insurance programs, by Louisiana municipal bonds and by eligible government and government agency securities such as those issued by the FHLB, FFCB, Fannie Mae, and Freddie Mac. 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 invest these deposits more efficiently in higher yielding loans to improve the net interest margin and earnings. Total public funds collateralized by reciprocal deposit insurance programs decreased to $514.7 million at June 30, 2025 compared to $609.4 million at December 31, 2024.

The following table sets forth public funds as a percent of total deposits.


(in thousands except for %)	June 30, 2025			December 31, 2024
Public Funds:
Noninterest-bearing Demand	$	4,721		$	4,385
Interest-bearing Demand	981,771			915,067
Savings	50,863			48,925
Time	69,551			78,420
Total Public Funds	$	1,106,906		$	1,046,797
Total Deposits	$	3,481,338		$	3,476,260
Total Public Funds as a percent of Total Deposits	31.8		%	30.1		%

Borrowings

First Guaranty maintains borrowing relationships with other financial institutions as well as the Federal Home Loan Bank on a short and long-term basis to meet liquidity needs. First Guaranty had $7.1 million in short-term borrowings outstanding at June 30, 2025 compared to $7.0 million at December 31, 2024. The short-term borrowings at June 30, 2025 were comprised of repurchase agreements of $7.1 million. The short-term borrowings outstanding at December 31, 2024 were comprised of repurchase agreements of $7.0 million.

First Guaranty had long-term borrowings from the FHLB that totaled $135.0 million at June 30, 2025 and December 31, 2024. First Guaranty converted previous short-term floating rate borrowings from the FHLB into long-term lower fixed rate borrowings in order to reduce interest expense. First Guaranty has a $100.0 million FHLB advance that matures in the second quarter of 2027, and a $35.0 million FHLB advance that matures in the third quarter of 2027.

First Guaranty had senior long-term debt totaling $14.2 million as of June 30, 2025 and $15.2 million at December 31, 2024.

First Guaranty had subordinated debt totaling $29.8 million at June 30, 2025 and $44.7 million at December 31, 2024.

First Guaranty had $450.4 million in Federal Home Loan Bank letters of credit as of June 30, 2025 compared to $455.7 million at December 31, 2024. Federal Home Loan Bank letters of credit are obtained primarily for collateralizing public deposits.

Total Shareholders' Equity

Total shareholders' equity increased to $263.1 million at June 30, 2025 from $255.0 million at December 31, 2024. The increase in shareholders' equity was principally the result of an increase of $17.7 million in surplus, a decrease of $2.7 million in accumulated other comprehensive loss, and an increase of $2.6 million in common stock, offset by a decrease of $14.9 million in retained earnings. The $17.7 million increase in surplus and $2.6 million increase in common stock was primarily due to the conversion of $15.0 million in subordinated debt and the issuance of common stock under private placement during the first six months of 2025. The decrease in accumulated other comprehensive loss was primarily attributed to the decrease in unrealized losses on available for sale securities during the six months ended June 30, 2025. The $14.9 million decrease in retained earnings was primarily due to net loss of $13.5 million during the six months ended June 30, 2025, $0.3 million in cash dividends paid on shares of our common stock and $1.2 million in cash dividends paid on shares of our preferred stock.

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Results of Operations for the Second Quarter Ended June 30, 2025 and 2024

Performance Summary

Three months ended June 30, 2025 compared to the three months ended June 30, 2024. Net loss for the three months ended June 30, 2025 was $7.3 million, a decrease of $14.5 million, from net income of $7.2 million for the three months ended June 30, 2024. The decrease in net income for the three months ended June 30, 2025 as compared to the prior year period was primarily the result of the provision to the credit allowance and a decrease in noninterest income. The increase in the provision for credit losses was related to changes within the portfolio, loan sales and charge-offs experienced in the second quarter. The decrease in noninterest income was related to the decrease of net gains on sale of assets related to the sale-leaseback transaction from the prior year. This was partially offset by an increase in interest income, a decrease in interest expense, and a decrease in noninterest expense. Loan interest income decreased primarily due to the decrease in First Guaranty's loan portfolio. Securities interest income increased due to an increase in the average balance and average yield of the investment portfolio. Noninterest expense decreased primarily due to decreased personnel expenses and legal and professional fees. Loss per common share for the three months ended June 30, 2025 was $(0.61) per common share, a decrease of $1.14 per common share from $0.53 per common share for the three months ended June 30, 2024.

Six months ended June 30, 2025 compared to the six months ended June 30, 2024. Net loss for the six months ended June 30, 2025 was $13.5 million, a decrease of $23.0 million, from net income of $9.5 million for the six months ended June 30, 2024. The decrease in net income for the six months ended June 30, 2025 as compared to the prior year period was primarily the result of the provision to the credit allowance and a decrease in noninterest income. The increase in the provision for credit losses was related to changes within the portfolio, loan sales and charge-offs experienced in 2025. The decrease in noninterest income was related to the decrease of net gains on sale of assets related to the sale-leaseback transaction from the prior year. This was partially offset by an increase in interest income and a decrease in noninterest expense. Loan interest income decreased primarily due to the decrease in First Guaranty's loan portfolio. Securities interest income increased due to an increase in the average balance and average yield of the investment portfolio. Noninterest expense decreased primarily due to decreased personnel expenses and legal and professional fees. Loss per common share for the six months ended June 30, 2025 was $(1.15) per common share, a decrease of $1.82 per common share from $0.67 per common share for the six months ended June 30, 2024.

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Net Interest Income

Our operating results depend primarily on our net interest income, which is the difference between interest income earned on interest-earning assets, including loans and securities, and interest expense incurred on interest-bearing liabilities, including deposits and other borrowed funds. Interest rate fluctuations, as well as changes in the amount and type of interest-earning assets and interest-bearing liabilities, combine to affect net interest income. First Guaranty’s assets and liabilities are generally most affected by changes in the Federal Funds rate, SOFR rate, short term Treasury rates such as one month and three month Treasury bills, and longer term Treasury rates such as the U.S. ten year Treasury rate. Our net interest income is affected by changes in the amount and mix of interest-earning assets and interest-bearing liabilities. There may also be a time lag in the effect of interest rate changes on assets and liabilities. It is also affected by changes in yields earned on interest-earning assets and rates paid on interest-bearing deposits and other borrowed funds.

A financial institution's asset and liability structure is substantially different from that of a non-financial company, in that virtually all assets and liabilities are monetary in nature. Accordingly, changes in interest rates may have a significant impact on a financial institution's performance. 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.

Three months ended June 30, 2025 compared to the three months ended June 30, 2024. Net interest income for the three months ended June 30, 2025 and 2024 was $22.2 million and $21.2 million, respectively. The increase in net interest income for the three months ended June 30, 2025 as compared to the prior year period was primarily due to an increase in the average balance of our total interest-earning assets and a decrease in the average rate of our total interest-bearing liabilities, partially offset by a decrease in the average yield of our total interest-earning assets and an increase in the average balance of our total interest-bearing liabilities. For the three months ended June 30, 2025, the average balance of our total interest-earning assets increased by $358.2 million to $3.8 billion due to growth in the securities portfolio and an increase in interest-earning deposits with banks. The average yield of our interest-earning assets decreased by 53 basis points to 5.72% for the three months ended June 30, 2025 from 6.25% for the three months ended June 30, 2024 primarily due to a lower yield on interest-earning deposits with banks. For the three months ended June 30, 2025, the average balance of our total interest-bearing liabilities increased by $342.7 million to $3.2 billion primarily due to growth in interest-bearing deposits. The average rate of our total interest-bearing liabilities decreased by 53 basis points to 4.00% for the three months ended June 30, 2025 from 4.53% for the three months ended June 30, 2024. The primary source of the decrease in liabilities cost was associated with the repricing of interest bearing demand deposits for public funds that are primarily indexed to Treasury rates. As a result, our net interest rate spread remained flat at 1.72% for the three months ended June 30, 2025 and 2024. Our net interest margin decreased 14 basis points to 2.34% for the three months ended June 30, 2025 from 2.48% for the three months ended June 30, 2024.

Six months ended June 30, 2025 compared to the six months ended June 30, 2024. Net interest income for the six months ended June 30, 2025 and 2024 was $44.5 million and $43.2 million, respectively. The increase in net interest income for the six months ended June 30, 2025 as compared to the prior year period was primarily due to an increase in the average balance of our total interest-earning assets and a decrease in the average rate of our total interest-bearing liabilities, partially offset by a decrease in the average yield of our total interest-earning assets and an increase in the average balance of our total interest-bearing liabilities. For the six months ended June 30, 2025, the average balance of our total interest-earning assets increased by $388.0 million to $3.8 billion due to growth in the securities portfolio and an increase in interest-earning deposits with banks. The average yield of our interest-earning assets decreased by 50 basis points to 5.74% for the six months ended June 30, 2025 from 6.24% for the six months ended June 30, 2024 primarily due to a lower yield on interest-earning deposits with banks. For the six months ended June 30, 2025, the average balance of our total interest-bearing liabilities increased by $376.7 million to $3.2 billion primarily due to growth in interest-bearing deposits. The average rate of our total interest-bearing liabilities decreased by 45 basis points to 4.01% for the six months ended June 30, 2025 from 4.46% for the six months ended June 30, 2024. The primary source of the decrease in liabilities cost was associated with the repricing of interest bearing demand deposits for public funds that are primarily indexed to Treasury rates. As a result, our net interest rate spread decreased 5 basis points to 1.73% for the six months ended June 30, 2025 from 1.78% for the six months ended June 30, 2024. Our net interest margin decreased 18 basis points to 2.35% for the six months ended June 30, 2025 from 2.53% for the six months ended June 30, 2024.

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Interest Income

Three months ended June 30, 2025 compared to the three months ended June 30, 2024. Interest income increased $0.7 million, or 1.2%, to $54.3 million for the three months ended June 30, 2025 as compared to the prior year period. These factors contributed to the increase in interest income as the average balance of our total interest-earning assets, primarily associated with securities and interest-earning deposits with banks, increased, partially offset by the decrease in the average yield of interest-earning assets. The average balance of our interest-earning assets increased $358.2 million to $3.8 billion for the three months ended June 30, 2025 as compared to the same period in the prior year. The average yield of interest-earning assets decreased by 53 basis points to 5.72% for the three months ended June 30, 2025 compared to 6.25% for the three months ended June 30, 2024.

Interest income on securities increased $3.3 million to $5.8 million for the three months ended June 30, 2025 as compared to the prior year period primarily as a result of an increase in average balance and average yield of securities. The average balance of securities increased $300.2 million to $671.1 million for the three months ended June 30, 2025 from $370.9 million for the three months ended June 30, 2024 primarily due to a increase in the average balance of our U.S. Treasuries, mortgage-backed securities, and collateralized mortgage obligations securities portfolio compared to the prior year. The average yield on securities increased 78 basis points to 3.46% for the three months ended June 30, 2025 compared to 2.68% for the three months ended June 30, 2024 due to the increase in higher yielding securities.

Interest income on loans decreased $6.5 million or 13.8%, to $41.0 million for the three months ended June 30, 2025 as compared to the prior year period as a result of a decrease in the average balance and average yield of loans. The average balance of loans (excluding loans held for sale) decreased by $347.3 million to $2.5 billion for the three months ended June 30, 2025 from $2.8 billion for the three months ended June 30, 2024 largely as a result of loan sales and payoffs on the portfolio. The average yield on loans (excluding loans held for sale) decreased by 12 basis points to 6.69% for the three months ended June 30, 2025 from 6.81% for the three months ended June 30, 2024.

Interest income on interest-earning deposits with banks increased $3.9 million to $7.5 million for the three months ended June 30, 2025 as compared to the prior year period as a result of an increase in the average balance of interest-bearing deposits with banks. The average balance of interest-bearing deposits with banks increased $405.3 million to $676.5 million for the three months ended June 30, 2025 from $271.1 million for the three months ended June 30, 2024. This was partially offset by a decrease in the yield on interest-earning deposits of 93 basis points.

Six months ended June 30, 2025 compared to the six months ended June 30, 2024. Interest income increased $2.2 million, or 2.1%, to $108.8 million for the six months ended June 30, 2025 as compared to the prior year period. These factors contributed to the increase in interest income as the average balance of our total interest-earning assets, primarily associated with securities and interest-earning deposits with banks, increased, partially offset by the decrease in the average yield of interest-earning assets. The average balance of our interest-earning assets increased $388.0 million to $3.8 billion for the six months ended June 30, 2025 as compared to the same period in the prior year. The average yield of interest-earning assets decreased by 50 basis points to 5.74% for the six months ended June 30, 2025 compared to 6.24% for the six months ended June 30, 2024.

Interest income on securities increased $6.3 million to $11.3 million for the six months ended June 30, 2025 as compared to the prior year period primarily as a result of an increase in average balance and average yield of securities. The average balance of securities increased $282.8 million to $664.4 million for the six months ended June 30, 2025 from $381.6 million for the six months ended June 30, 2024 primarily due to a increase in the average balance of our U.S. Treasuries, mortgage-backed securities, and collateralized mortgage obligations securities portfolio compared to the prior year. The average yield on securities increased 80 basis points to 3.43% for the six months ended June 30, 2025 compared to 2.63% for the six months ended June 30, 2024 due to the increase in higher yielding securities.

Interest income on loans decreased $10.5 million or 11.1%, to $84.0 million for the six months ended June 30, 2025 as compared to the prior year period as a result of a decrease in the average balance and average yield of loans. The average balance of loans (excluding loans held for sale) decreased by $242.4 million to $2.5 billion for the six months ended June 30, 2025 from $2.8 billion for the six months ended June 30, 2024 largely as a result of loan sales and payoffs on the portfolio. The average yield on loans (excluding loans held for sale) decreased by 16 basis points to 6.66% for the six months ended June 30, 2025 from 6.82% for the six months ended June 30, 2024. Nonaccrual loans were $119.2 million at June 30, 2025 compared to $108.5 million at December 31, 2024.

Interest income on interest-earning deposits with banks increased $6.4 million to $13.5 million for the six months ended June 30, 2025 as compared to the prior year period as a result of an increase in the average balance of interest-bearing deposits with banks. The average balance of interest-bearing deposits with banks increased $345.8 million to $612.3 million for the six months ended June 30, 2025 from $266.5 million for the six months ended June 30, 2024. This was partially offset by a decrease in the yield on interest-earning deposits of 91 basis points.

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Interest Expense

Three months ended June 30, 2025 compared to the three months ended June 30, 2024. Interest expense decreased $0.3 million, or 1.0%, to $32.1 million for the three months ended June 30, 2025 from $32.4 million for the three months ended June 30, 2024 due primarily to a decrease on the average rate of interest- bearing deposits offset by an increase in the average balance of interest-bearing liabilities. The average rate of interest-bearing demand deposits was 3.73% for the three months ended June 30, 2025 and 4.52% for the three months ended June 30, 2024. The decrease in market interest rates, particularly U.S. Treasury rates, contributed to the decrease in rates paid on interest-bearing demand deposits. The largest concentration of interest-bearing demand deposits is associated with public funds deposits that are primarily indexed to Treasury rates. The average rate of time deposits decreased 41 basis points during the three months ended June 30, 2025 to 4.33% as compared to the prior year period. The decrease in the average rate of time deposits was due to changes in market rates as existing time deposits repriced. The average balance of interest-bearing liabilities increased by $342.7 million during the three months ended June 30, 2025 to $3.2 billion as compared to the prior year period. This increase was a result of a $12.4 million increase in the average balance of savings deposits, a $520.4 million increase in the average balance of time deposits, offset by a $151.9 million decrease in the average balance of interest-bearing demand deposits and a $38.3 million decrease in the average balance of borrowings.

Six months ended June 30, 2025 compared to the six months ended June 30, 2024. Interest expense increased $0.9 million, or 1.5%, to $64.3 million for the six months ended June 30, 2025 from $63.4 million for the six months ended June 30, 2024 due primarily to an increase in the average balance of interest-bearing liabilities, partially offset by a decrease on the average rate of interest-bearing deposits. The average balance of interest-bearing liabilities increased by $376.7 million during the six months ended June 30, 2025 to $3.2 billion as compared to the prior year period. This increase was a result of a $12.7 million increase in the average balance of savings deposits, a $555.6 million increase in the average balance of time deposits, partially offset by a $159.4 million decrease in the average balance of interest-bearing demand deposits and a $32.2 million decrease in the average balance of borrowings. The average rate of interest-bearing demand deposits was 3.67% for the six months ended June 30, 2025 and 4.47% for the six months ended June 30, 2024. The decrease in market interest rates, particularly U.S. Treasury rates, contributed to the decrease in rates paid on interest-bearing demand deposits. The largest concentration of interest-bearing demand deposits is associated with public funds deposits that are primarily indexed to Treasury rates. The average rate of time deposits decreased 24 basis points during the six months ended June 30, 2025 to 4.40% as compared to the prior year period. The decrease in the average rate of time deposits was due to changes in market rates as existing time deposits repriced.

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The following tables set forth average balance sheets, average yields and costs, and certain other information for the periods indicated. No tax-equivalent yield adjustments were made, as the effect thereof was not material. All average balances are daily average balances. Non-accrual loans were included in the computation of average balances but have been reflected in the tables as loans carrying a zero yield. The yields set forth below include the effect of deferred fees, discounts and premiums that are amortized or accreted to interest income or expense.

The net interest income yield shown below in the average balance sheet is calculated by dividing net interest income by average interest-earning assets and is a measure of the efficiency of the earnings from balance sheet activities. It is affected by changes in the difference between interest on interest-earning assets and interest-bearing liabilities and the percentage of interest-earning assets funded by interest-bearing liabilities.


	Three Months Ended June 30, 2025						Three Months Ended June 30, 2024
(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	$	676,456	$	7,511	4.45	%	$	271,113	$	3,626	5.38	%
Securities (including FHLB stock)	671,090		5,797		3.46	%	370,926		2,473		2.68	%
Federal funds sold	573		—		—	%	627		—		—	%
Loans held for sale	—		—		—	%	—		—		—	%
Loans, net of unearned income(6)	2,459,978		41,013		6.69	%	2,807,234		47,552		6.81	%
Total interest-earning assets	3,808,097		$	54,321	5.72	%	3,449,900		$	53,651	6.25	%

Noninterest-earning assets:
Cash and due from banks	20,676						20,264
Premises and equipment, net	66,172						70,790
Other assets	22,876						30,854
Total Assets	$	3,917,821					$	3,571,808

Liabilities and Shareholders' Equity
Interest-bearing liabilities:
Demand deposits	$	1,367,486	$	12,708	3.73	%	$	1,519,363	$	17,059	4.52	%
Savings deposits	243,589		1,336		2.20	%	231,166		1,327		2.31	%
Time deposits	1,406,320		15,196		4.33	%	885,871		10,446		4.74	%
Borrowings	200,862		2,841		5.67	%	239,114		3,577		6.02	%
Total interest-bearing liabilities	3,218,257		$	32,081	4.00	%	2,875,514		$	32,409	4.53	%

Noninterest-bearing liabilities:
Demand deposits	406,409						420,957
Other	39,427						23,342
Total Liabilities	3,664,093						3,319,813

Shareholders' equity	253,728						251,995
Total Liabilities and Shareholders' Equity	$	3,917,821					$	3,571,808
Net interest income			$	22,240					$	21,242

Net interest rate spread (1)					1.72	%					1.72	%
Net interest-earning assets (2)	$	589,840					$	574,386
Net interest margin (3), (4)					2.34	%					2.48	%

Average interest-earning assets to interest-bearing liabilities					118.33	%					119.98	%

(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 2.35% and 2.47% for the above periods ended June 30, 2025 and 2024, 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, 2025 and 2024, respectively.

(5) Annualized.

(6) Includes loan fees of $1.2 million and $2.0 million for the three months ended June 30, 2025 and 2024, respectively.

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	Six Months Ended June 30, 2025						Six Months Ended June 30, 2024
(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	$	612,331	$	13,510	4.45	%	$	266,547	$	7,102	5.36	%
Securities (including FHLB stock)	664,386		11,292		3.43	%	381,570		4,987		2.63	%
Federal funds sold	523		—		—	%	478		—		—	%
Loans held for sale	1,705		—		—	%	—		—		—	%
Loans, net of unearned income(6)	2,541,990		83,982		6.66	%	2,784,384		94,470		6.82	%
Total interest-earning assets	3,820,935		$	108,784	5.74	%	3,432,979		$	106,559	6.24	%

Noninterest-earning assets:
Cash and due from banks	20,517						19,650
Premises and equipment, net	66,550						70,445
Other assets	26,847						29,345
Total Assets	$	3,934,849					$	3,552,419

Liabilities and Shareholders' Equity
Interest-bearing liabilities:
Demand deposits	$	1,370,630	$	24,912	3.67	%	$	1,530,063	$	34,035	4.47	%
Savings deposits	240,265		2,598		2.18	%	227,562		2,554		2.26	%
Time deposits	1,423,912		31,086		4.40	%	868,292		20,018		4.64	%
Borrowings	201,441		5,725		5.73	%	233,635		6,789		5.84	%
Total interest-bearing liabilities	3,236,248		$	64,321	4.01	%	2,859,552		$	63,396	4.46	%

Noninterest-bearing liabilities:
Demand deposits	404,214						420,437
Other	39,679						20,258
Total Liabilities	3,680,141						3,300,247

Shareholders' equity	254,708						252,172
Total Liabilities and Shareholders' Equity	$	3,934,849					$	3,552,419
Net interest income			$	44,463					$	43,163

Net interest rate spread (1)					1.73	%					1.78	%
Net interest-earning assets (2)	$	584,687					$	573,427
Net interest margin (3), (4)					2.35	%					2.53	%

Average interest-earning assets to interest-bearing liabilities					118.07	%					120.05	%

(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 2.35% and 2.53% for the above periods ended June 30, 2025 and 2024, 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, 2025 and 2024, respectively.

(5) Annualized.

(6) Includes loan fees of $2.8 million and $4.0 million for the six months ended June 30, 2025 and 2024, respectively.

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Provision for Credit Losses

A provision for credit losses is a charge to income in an amount that management believes is necessary to maintain an adequate allowance for credit losses. 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. The provision is based on management's regular evaluation of current economic conditions in our specific markets as well as regionally and nationally, changes in the character and size of the loan portfolio, underlying collateral values securing loans, and other factors which deserve recognition in estimating loan losses. Past events, current conditions, and reasonable forecasts, along with quantitative and qualitative adjustments, are used in calculating the allowance for credit losses. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available or as future events change.

For the three months ended June 30, 2025, the provision for credit losses was $16.6 million compared to $6.8 million for the same period in 2024. . Included in the provision for $16.6 million was a subsequent provision of $1.9 million that was made following First Guaranty’s press release dated July 31, 2025. The increase in the provision was primarily impacted by increased reserves on individually evaluated loans. The $16.6 million provision included a $0.2 million negative provision for credit losses related to unfunded commitments. Total charge-offs were $1.1 million for the three months ended June 30, 2025 and $8.8 million for the same period in 2024. Charge-offs for the three months ended June 30, 2025 were concentrated in one commercial and industrial loan, one lease loan relationship, consumer auto and equipment secured loans, and unsecured consumer loans. Partially offsetting these charge-offs were recoveries that totaled $0.2 million for the three months ended June 30, 2025 and $0.2 million for the same period in 2024.

For the six months ended June 30, 2025, the provision for credit losses was $31.2 million compared to $9.1 million for the same period in 2024. Included in the provision for $31.2 million was a subsequent provision of $1.9 million that was made following First Guaranty’s press release dated July 31, 2025. The $31.2 million provision included a $0.5 million negative provision for credit losses related to unfunded commitments. The increase in the provision was primarily impacted by increased reserves on individually evaluated loans and also due to charge-offs related to loans sold in the first quarter of 2025. Total charge-offs were $8.0 million for the six months ended June 30, 2025 and $11.1 million for the same period in 2024. Charge-offs for the six months ended June 30, 2025 were concentrated in one commercial and industrial loan, one lease loan relationship, consumer loans and two construction and land development loans, both were subsequently sold during the first quarter of 2025. Partially offsetting these charge-offs were recoveries that totaled $0.4 million for the six months ended June 30, 2025 and $0.5 million for the same period in 2024.

We believe that the allowance is adequate to cover current expected losses in the loan portfolio given the current economic conditions, and current expected net charge-offs and nonperforming asset levels. Economic uncertainty may result in additional increases to the allowance for credit losses in future periods.

There was no provision for credit losses on AFS or HTM securities in the six months ended June 30, 2025 and 2024.

Noninterest Income

Our primary sources of recurring noninterest income are customer service fees, ATM and debit card fees, loan fees, gains on the sales of loans and available for sale securities and other service fees. Noninterest income does not include loan origination fees which are recognized over the life of the related loan as an adjustment to yield using the interest method.

Noninterest income totaled $2.2 million for the three months ended June 30, 2025, a decrease of $13.4 million from $15.5 million for the three months ended June 30, 2024. The decrease was primarily due to a decrease in gains on the sale of assets associated with the sale-leaseback transaction during the second quarter of 2024. Service charges, commissions and fees totaled $0.8 million for the three months ended June 30, 2025 and $0.8 million for the same period in 2024. ATM and debit card fees totaled $0.8 million for the three months ended June 30, 2025 and 2024. Net securities losses were $0 for the three months ended June 30, 2025 and 2024. Net gains on the sale of loans were $0 for the three months ended June 30, 2025 and $10,000 for the same period in 2024. Net gains on the sale of assets were $0 for the three months ended June 30, 2025 compared to $13.2 million for the same period in 2024. Other noninterest income totaled $0.5 million for the three months ended June 30, 2025 and $0.7 million for the same period in 2024.

Noninterest income totaled $4.5 million for the six months ended June 30, 2025, a decrease of $13.3 million from $17.8 million for the six months ended June 30, 2024. The decrease was primarily due to a decrease in gains on the sale of assets associated with the sale-leaseback transaction during the second quarter of 2024. Service charges, commissions and fees totaled $1.7 million for the six months ended June 30, 2025 and $1.5 million for the same period in 2024. ATM and debit card fees totaled $1.5 million for the six months ended June 30, 2025 and $1.6 million for the same period in 2024. Net securities losses were $0 for the six months ended June 30, 2025 and 2024. Net gains on the sale of loans were $0 for the six months ended June 30, 2025 and $10,000 for the same period in 2024. Net gains on the sale of assets were $4,000 for the six months ended June 30, 2025 compared to $13.2 million for the same period in 2024. Other noninterest income totaled $1.3 million for the six months ended June 30, 2025 and $1.5 million for the same period in 2024.

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Noninterest Expense

Noninterest expense includes salaries and employee benefits, occupancy and equipment expense and other types of expenses. Noninterest expense totaled $17.3 million for the three months ended June 30, 2025 and $20.6 million for the three months ended June 30, 2024. Salaries and benefits expense totaled $7.8 million for the three months ended June 30, 2025 and $10.4 million for the three months ended June 30, 2024. Occupancy and equipment expense totaled $2.6 million for the three months ended June 30, 2025 and $2.5 million for the same period in 2024. Other noninterest expense totaled $6.8 million for the three months ended June 30, 2025 and $7.6 million for the same period in 2024.

Noninterest expense totaled $35.3 million for the six months ended June 30, 2025 and $39.5 million for the six months ended June 30, 2024. Salaries and benefits expense totaled $16.3 million for the six months ended June 30, 2025 and $20.3 million for the six months ended June 30, 2024. Occupancy and equipment expense totaled $5.2 million for the six months ended June 30, 2025 and $4.8 million for the same period in 2024. Other noninterest expense totaled $13.8 million for the six months ended June 30, 2025 and $14.4 million for the same period in 2024.

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)	2025		2024		2025		2024
Other noninterest expense:
Legal and professional fees	$	671	$	1,504	$	1,759	$	2,477
Data processing	349		406		686		783
ATM fees	502		394		852		813
Marketing and public relations	163		370		404		703
Taxes - sales, capital, and franchise	543		607		1,043		1,211
Operating supplies	49		105		86		206
Software expense and amortization	1,188		1,367		2,404		2,620
Travel and lodging	126		260		198		487
Telephone	104		137		195		242
Amortization of core deposit intangibles	174		174		348		348
Donations	82		108		140		183
Net costs from other real estate and repossessions	24		179		74		383
Regulatory assessment	1,609		989		3,153		1,922
Other	1,235		1,022		2,413		2,007
Total other noninterest expense	$	6,819	$	7,622	$	13,755	$	14,385

Income Taxes

The amount of income tax expense is influenced by the amount of pre-tax income, the amount of tax-exempt income and the amount of other non-deductible expenses and the statutory tax rate. The benefit for income taxes for the three months ended June 30, 2025 was $2.2 million compared to a provision of $2.2 million for the same period in 2024. The provision for income taxes decreased due to a decrease in income before income taxes. First Guaranty's statutory tax rate was 21.0% for the three months ended June 30, 2025 and 2024.

The benefit for income taxes for the six months ended June 30, 2025 was $4.0 million compared to a provision of $2.8 million for the same period in 2024. The provision for income taxes decreased due to a decrease in income before income taxes. First Guaranty's statutory tax rate was 21.0% for the six months ended June 30, 2025 and 2024.

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Liquidity and Capital Resources

Liquidity

Liquidity refers to the ability or flexibility to manage future cash flows to meet the needs of depositors and borrowers and fund operations. Maintaining appropriate levels of liquidity allows us to have sufficient funds available to meet customer demand for loans, withdrawal of deposit balances and maturities of deposits and other liabilities. Liquid assets include cash and due from banks, interest-earning demand deposits with banks, federal funds sold and available for sale investment securities.

First Guaranty's cash and cash equivalents totaled $714.9 million at June 30, 2025 compared to $564.2 million at December 31, 2024. Loans maturing within one year or less at June 30, 2025 totaled $504.1 million compared to $486.0 million at December 31, 2024. At June 30, 2025, time deposits maturing within one year or less totaled $865.1 million compared to $804.1 million at December 31, 2024. Time deposits maturing after one year through three years totaled $371.6 million at June 30, 2025 compared to $489.6 million at December 31, 2024. Time deposits maturing after three years totaled $152.3 million at June 30, 2025 compared to $157.0 million at December 31, 2024. First Guaranty's held to maturity ("HTM") securities portfolio at June 30, 2025 was $322.1 million, or 44.8% of the investment portfolio, compared to $321.6 million, or 53.4% at December 31, 2024. First Guaranty's available for sale ("AFS") securities portfolio was $397.6 million, or 55.2% of the investment portfolio as of June 30, 2025 compared to $281.1 million, or 46.6% of the investment portfolio at December 31, 2024. The majority of the AFS portfolio was comprised of U.S. Treasury securities, corporate debt securities, municipal bonds, collateralized mortgage obligations and mortgage-backed securities.

First Guaranty maintained a net borrowing capacity at the Federal Home Loan Bank totaling $247.2 million and $339.2 million at June 30, 2025 and December 31, 2024, respectively with $135.0 million in FHLB advances outstanding at June 30, 2025 and December 31, 2024. The advances outstanding at June 30, 2025 and December 31, 2024 were comprised of two long-term advances that totaled $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. First Guaranty has increasingly transitioned public funds deposits into reciprocal deposit programs for collateralization as an alternative to FHLB letters of credit. We also maintain federal funds lines of credit at various correspondent banks with borrowing capacity of $93.0 million as of June 30, 2025. We also have a discount window line with the Federal Reserve Bank that totaled $239.6 million at June 30, 2025 which was a decrease of $10.8 million compared to availability of $250.4 million at December 31, 2024. First Guaranty did not have any advances under this facility at June 30, 2025. Management believes there is sufficient liquidity to satisfy current operating needs.

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.

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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, 2025, the Bank's capital conservation buffer was 5.03% exceeding the minimum of 2.50%. As of June 30, 2025, First Guaranty's capital conservation buffer was 4.24% 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 set the new Community Bank Leverage Ratio at 9%. Pursuant to the CARES Act, the federal banking agencies set the Community Bank Leverage Ratio at 8% beginning in the second quarter of 2020 through the end of 2020. Beginning in 2021, the Community Bank Leverage Ratio increased to 8.5% for the calendar year. Community banks will have until January 1, 2022, before the Community Bank Leverage Ratio requirement will return to 9%. A financial institution can elect to be subject to this new definition. As of June 30, 2025, the Bank has not elected to follow the Community Bank Leverage Ratio.

At June 30, 2025, 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, 2025		As of December 31, 2024
Tier 1 Leverage Ratio
Bank	5.00	%	7.65	%	7.82	%
Consolidated	5.00	%	6.65	%	6.42	%
Tier 1 Risk-based Capital Ratio
Bank	8.00	%	11.78	%	11.00	%
Consolidated	8.00	%	10.24	%	9.04	%
Total Risk-based Capital Ratio
Bank	10.00	%	13.03	%	12.11	%
Consolidated	10.00	%	12.67	%	11.73	%
Common Equity Tier One Capital Ratio
Bank	6.50	%	11.78	%	11.00	%
Consolidated	6.50	%	8.93	%	7.87	%

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

Asset/Liability Management and Market Risk

Our asset/liability management (ALM) process consists of quantifying, analyzing and controlling interest rate risk (IRR) to maintain reasonably stable net interest income levels under various interest rate environments. The principal objective of ALM is to maximize net interest income while operating within acceptable limits established for interest rate risk and to maintain adequate levels of liquidity.

The majority of our assets and liabilities are monetary in nature. Consequently, one of our most significant forms of market risk is interest rate risk, which is inherent in our lending and deposit-taking activities. Our assets, consisting primarily of loans secured by real estate and fixed rate securities in our investment portfolio, have longer maturities than our liabilities, consisting primarily of deposits. As a result, a principal part of our business strategy is to manage interest rate risk and reduce the exposure of our net interest income to changes in market interest rates. The board of directors of First Guaranty Bank has established two committees, the management asset liability committee and the board investment committee, to oversee the interest rate risk inherent in our assets and liabilities, for determining the level of risk that is appropriate given our business strategy, operating environment, capital, liquidity and performance objectives, and for managing this risk consistent with the guidelines approved by the board of directors. The management asset liability committee is comprised of senior officers of the Bank and meets as needed to review our asset liability policies and interest rate risk position. The board ALCO investment committee is comprised of certain members of the board of directors of the Bank and meets monthly. The management asset liability committee provides a monthly report to the board ALCO investment committee.

The need for interest sensitivity gap management is most critical in times of rapid changes in overall interest rates. First Guaranty has generally been liability sensitive. We modified our business plan in 2024 to reduce the liability sensitive nature of our balance sheet. We are working to limit our future exposure to interest rate fluctuations by creating a more balanced mix of rate sensitive assets and liabilities on a one-year time horizon and greater than one-year time horizon. We purchased amortizing mortgage backed securities in 2024 and 2025. We also purchased U.S. Treasury securities with a maturity of one year or less in 2024. Because of the significant impact on net interest margin from mismatches in repricing opportunities, we monitor the asset-liability mix periodically depending upon the management asset liability committee's assessment of current business conditions and the interest rate outlook. 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.

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The following interest sensitivity analysis is one measurement of interest rate risk. This analysis reflects the contractual maturity characteristics of assets and liabilities over various time periods. This analysis does not factor in prepayments or interest rate floors on loans which may significantly change the report. This table includes nonaccrual loans in their respective maturity periods. The gap indicates whether more assets or liabilities are subject to repricing over a given time period. The interest sensitivity analysis at June 30, 2025 illustrated below reflects a liability-sensitive position with a negative cumulative gap on a one-year basis.

The interest spread and liability funding discussed below are directly related to changes in asset and liability mixes, volumes, maturities and repricing opportunities for interest-earning assets and interest-bearing liabilities. Interest-sensitive assets and liabilities are those which are subject to repricing in the near term, including both floating or adjustable rate instruments and instruments approaching maturity. The interest sensitivity gap is the difference between total interest-sensitive assets and total interest-sensitive liabilities. Interest rates on our various asset and liability categories do not respond uniformly to changing market conditions. Interest rate risk is the degree to which interest rate fluctuations in the marketplace can affect net interest income.


	June 30, 2025
	Interest Sensitivity Within
(in thousands except for %)	3 Months Or Less			Over 3 Months thru 12 Months			Total One Year			Over One Year		Total
Earning Assets:
Loans (including loans held for sale)	$	840,475		$	449,887		$	1,290,362		$	1,120,143	$	2,410,505
Securities (including FHLB stock)	60,311			317			60,628			669,050		729,678
Federal Funds Sold	557			—			557			—		557
Other earning assets	666,127			—			666,127			—		666,127
Total earning assets	$	1,567,470		$	450,204		$	2,017,674		$	1,789,193	$	3,806,867

Source of Funds:
Interest-bearing accounts:
Demand deposits	$	1,402,960		$	—		$	1,402,960		$	—	$	1,402,960
Savings deposits	247,120			—			247,120			—		247,120
Time deposits	166,803			698,275			865,078			523,913		1,388,991
Short-term borrowings	—			—			—			7,093		7,093
Long-term borrowings	14,186			—			14,186			135,000		149,186
Junior subordinated debt	29,775			—			29,775			—		29,775
Noninterest-bearing, net	—			—			—			581,742		581,742
Total source of funds	$	1,860,844		$	698,275		$	2,559,119		$	1,247,748	$	3,806,867

Period gap	$	(293,374)		$	(248,071)		$	(541,445)		$	541,445
Cumulative gap	$	(293,374)		$	(541,445)		$	(541,445)		$	—

Cumulative gap as a percent of earning assets	(7.7)		%	(14.2)		%	(14.2)		%

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Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As defined by the Securities and Exchange Commission in Exchange Act Rules 13a-15(e) and 15d-15(e), a Company's "disclosure controls and procedures" means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within time periods specified in the Commission's rules and forms. The Company maintains such controls to ensure this material information is communicated to Management, including the Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), as appropriate, to allow timely decision regarding required disclosure. Based on our evaluation, our CEO and CFO have concluded that the Company’s disclosure controls and procedures were not effective as of June 30, 2025 because of the material weakness in our internal control over financial reporting described below.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim consolidated financial statements will not be prevented or detected on a timely basis.

Notwithstanding the below identified material weakness, and notwithstanding the conclusion by our CEO and CFO that our disclosure controls and procedures as of June 30, 2025 were not effective, management believes the consolidated financial statements as included in this Quarterly Report on Form 10-Q present fairly, in all material respects, the Company's financial condition, results of operations and cash flows as of and for the periods presented in accordance with generally accepted accounting principles in the United States.

Material Weakness in Internal Control Over Financial Reporting

Management has determined that the Company did not effectively perform controls on a timely basis relating to the loan operations quality control review function for all new loans originated during the period. Management communicated the results of its assessment to the Audit Committee of the Board of Directors.

Remediation steps have been taken and implemented to address the material weakness described above through the following steps:

• New leadership oversees the loan operations department;

• Additional staff have been added to the quality control function; and

• Enhanced monitoring processes have been instituted by the new loan department leadership.

Changes in Internal Control Over Financial Reporting

Other than as described above, there were no changes in First Guaranty's internal control over financial reporting during the last fiscal quarter in the period covered by this quarterly report that have materially affected, or are reasonably likely to materially affect, First Guaranty's internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

First Guaranty is subject to various legal proceedings in the normal course of its business. First Guaranty assesses its liabilities and contingencies in connection with outstanding legal proceedings. Where it is probable that First Guaranty will incur a loss and the amount of the loss can be reasonably estimated, First Guaranty records a liability in its consolidated financial statements. First Guaranty does not record a loss if the loss is not probable, or the amount of the loss is not estimable. First Guaranty Bank is a defendant in a lawsuit alleging fault for a loss of funds by a customer related to fraud by a third party, with a possible loss range of $0.0 million to $1.5 million. The Bank denies the allegations and intends to vigorously defend against this lawsuit, which is in early stages, and no trial has been set. No accrued liability has been recorded related to this lawsuit. First Guaranty settled a case in the third quarter of 2021 for $1.1 million. A receivable for $0.9 million was recorded for recovery by a claim against First Guaranty's insurer. During the second quarter of 2024, First Guaranty received $0.5 million of the $0.9 million receivable. The remaining $0.4 million was written off. 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. In addition, regardless of their merits or ultimate outcomes, such matters are costly, divert management’s attention, and may materially and adversely affect the reputation of First Guaranty and First Guaranty Bank, even if resolved favorably.

Item 1A. Risk Factors

Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. You should carefully consider such risks and the other information in this Quarterly Report on Form 10-Q, any of which could materially and adversely affect the Company’s business, financial condition, results of operations and stock price.

The Company has identified a material weakness in its internal control over financial reporting.

As disclosed in “Part I - Item 4. Controls and Procedures,” of this Quarterly Report on Form 10-Q, management has identified a material weakness in First Guaranty’s internal control over financial reporting. As a result, management concluded that the Company’s internal control over financial reporting and disclosure controls and procedures were not effective as of June 30, 2025. The Company is working to remediate the material weakness. However, there can be no assurance that these remediation efforts will be successful. In addition, these remediation efforts may place a burden on management and may result in additional expenses.

First Guaranty cannot assure that additional significant deficiencies or material weaknesses in our internal control over financial reporting will not be identified in the future. Any failure to maintain or implement required new or improved controls, or any difficulties we experience in their implementation, could result in additional material weaknesses, cause us to fail to meet its periodic SEC reporting obligations or result in material misstatements to its financial statements in future periods, any of which could cause investors or customers to lose confidence in our reported financial information, a decline in the trading price of First Guaranty common stock or Series A Preferred Stock, or a delisting of the Company’s common stock from Nasdaq.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(a) On June 30, 2025, First Guaranty issued an aggregate of 2,231,748 shares of its common stock, $1.00 par value per share (the “Common Stock”), for aggregate offering proceeds of $15.1 million, pursuant to: (1) a private placement, (2) the terms of that certain Exchange Agreement, dated as of June 16, 2025, between First Guaranty and Edgar Ray Smith, III (the “Exchange Agreement”), (3) 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 (4) 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 issuance of common stock by First Guaranty was 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. The proceeds of the transactions listed above were used for general corporate purposes, including to support continued growth and to enhance regulatory capital ratios.

(b) Not applicable.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

(a) Not applicable.

(b) Not applicable.

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(c) During the six months ended June 30, 2025, no First Guaranty officer or director adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading agreement", as each term is defined in Item 408(a) of Regulation S-K.

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Item 6. Exhibits

The following exhibits are either filed as part of this report or are incorporated herein by reference.


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. (3).
3.4			Bylaws of First Guaranty Bancshares, Inc. (4)
3.5			Amendment to Bylaws of First Guaranty Bancshares, Inc. (5)
4.1			Form of Common Stock Certificate of First Guaranty Bancshares, Inc. (6)
4.2			Subordinated Note, dated as of June 21, 2022, by and between First Guaranty Bancshares, Inc. and Edgar Ray Smith, III. (7)
4.2			Subordinated Note, dated as of March 28, 2024, by and between First Guaranty Bancshares, Inc. and Smith & Tate Investments L.L.C. (13)
4.3			Description of Common Stock. (8)
4.4			Preferred Stock Specimen Certificate (9)
4.5			Description of Preferred Stock. (10)
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 (11)
4.7			Form of Depositary Receipt representing Depositary Shares (11)
10.1			Exchange Agreement, dated as of June 16, 2025, by and between First Guaranty Bancshares, Inc. and Edgar Ray Smith, III (14)
10.2			First Amendment to the Promissory Note, date as of June 4, 2025, by and between First Guaranty Bancshares, Inc. and Smith & Tate Investment, L.L.C. (15).
10.3			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 Bancshares, Inc. and Smith & Tate Investment, L.L.C. (16).
31.1			Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2			Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1			Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2			Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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 Presentation Linkbase.
101.LAB			XBRL Taxonomy Extension Label Linkbase.
101.INS			XBRL Instance Document.

(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.

(3) 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.

(4) 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.

(5) 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.

(6) 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.

(7) 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.

(8) Incorporated by reference to Exhibit 4.3 of the Annual Report on Form 10-K filed by First Guaranty Bancshares, Inc. with the Securities and Exchange Commission on March 16, 2023.

(9) 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.

(10) Incorporated by reference to Exhibit 4.5 of the Annual Report on Form 10-K filed by First Guaranty Bancshares, Inc. with the Securities and Exchange Commission on March 16, 2023.

(11) 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.

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(12) 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 July 10, 2023.

(13) 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 3, 2024.

(14) 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 18, 2025.

(15) Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by First Guaranty Bancshares, Inc. with the Securities and Exchange Commission on June 9, 2025.

(16) Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by First Guaranty Bancshares, Inc. with the Securities and Exchange Commission on June 9, 2025.

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SIGNATURES

Pursuant to the requirements 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.


Date: August 18, 2025						By: /s/ Michael R. Mineer
						Michael R. Mineer
						President and Chief Executive Officer
						Principal Executive Officer

Date: August 18, 2025						By: /s/ Eric J. Dosch
						Eric J. Dosch
						Chief Financial Officer, Secretary and Treasurer
						Principal Financial Officer

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TABLE OF CONTENTS

Part I. Financial Information Item 1. Consolidated Financial Statements Note 1. Basis Of Presentation Note 2. Recent Accounting Pronouncements Note 3. Securities Note 4. Loans Note 5. Allowance For Credit Losses on Loans Note 6. Goodwill and Other Intangible Assets Note 7. Other Real Estate (ore)Note 8. Borrowings Note 9. Commitments and Contingencies Note 10. Leases Note 11. Fair Value Measurements Note 12. Financial Instruments Note 13. Segment Reporting Item 2. Management's Discussion and Analysis Of Financial Condition and Results Of Operations Item 3. Quantitative and Qualitative Disclosures About Market Risk Item 4. Controls and Procedures Part II. Other Information Item 1. Legal Proceedings Item 1A. Risk Factors Item 2. Unregistered Sales Of Equity Securities and Use Of Proceeds Item 3. Defaults Upon Senior Securities Item 4. Mine Safety Disclosures Item 5. Other Information Item 6. Exhibits

Exhibits

FGBI 10-Q Quarter ended June 30, 2025

Exhibits