8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): November 8, 2024

FIRST GUARANTY BANCSHARES, INC.

(Exact name of registrant as specified in its charter)

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

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

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

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

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

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

Emerging growth company ☐

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

Securities registered pursuant to Section 12(b) of the Act:Title of each classTrading Symbol(s)Name of each exchange on which registeredCommon Stock, $1 par valueFGBIThe Nasdaq Stock Market LLCDepositary Shares (each representing a 1/40th interest in a share of 6.75% Series A Fixed-Rate Non-Cumulative perpetual preferred stock)FGBIPThe Nasdaq Stock Market LLC

Item 7.01.        Regulation FD Disclosure

A copy of First Guaranty Bancshares, Inc.'s investor presentation based on September 30, 2024 financial information is enclosed as Exhibit 99.1 to this report.

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

Item 9.01.        Financial Statements and Exhibits.

Exhibit 99.1    Presentation Materials.

Forward Looking Statements

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

SIGNATURES

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

INDEX TO EXHIBITS

fgbi3rdqtr2024investorpr

Financial Data as of Third Quarter 2024

CERTAIN IMPORTANT INFORMATION CAUTION REGARDING FORWARD LOOKING STATEMENTS This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended with respect to the financial condition, liquidity, results of operations, and future performance of the business of First Guaranty Bancshares, Inc. (“First Guaranty,” the “Company” or “FGBI”). These forward-looking statements are intended to be covered by the safe harbor for “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995. Forward-looking statements are those that are not historical facts. Forward-looking statements include statements with respect to beliefs, plans, objectives, goals, expectations, anticipations, estimates and intentions that are subject to significant risks and uncertainties and are subject to change based on various factors (some of which are beyond our control). Forward-looking statements often include the words “believes,” “expects,” “anticipates,” “estimates,” “forecasts,” “intends,” “plans,” “targets,” “potentially,” “probably,” “projects,” “outlook” or similar expressions or future conditional verbs such as “may,” “will,” “should,” “would” and “could.” We caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions and uncertainties that are difficult to predict. These forward-looking statements are subject to a number of factors and uncertainties, including, 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 loan 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. Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements. NON-GAAP FINANCIAL MEASURES Statements included in this presentation include non-GAAP financial measures and should be read along with the accompanying tables under the section titled “Non-GAAP Reconciliations.” The Company uses non-GAAP financial measures to analyze its performance. Management believes that non-GAAP financial measures provide additional useful information that allows readers to evaluate the ongoing performance of the Company and provide meaningful comparison to its peers. Non-GAAP financial measures should not be considered as an alternative to any measure of performance or financial condition as promulgated under GAAP, and investors should consider the Company’s performance and financial condition as reported under GAAP and all other relevant information when assessing the performance or financial condition of the Company. Non-GAAP financial measures have limitations as analytical tools, and investors should not consider them in isolation or as a substitute for analysis of the results or financial condition as reported under GAAP.

FIRST GUARANTY BANCSHARES, INC.

FINANCIAL HIGHLIGHTS  Total assets increased YoY by 14.8% to $3.9 billion  Total loans increased YoY by 2.6% to $2.8 billion  QTD net income of $1.9 million  QTD earnings per common share of $0.11  Net interest margin increased by 3 bps to 2.51% in 3Q compared to 2.48% in 2Q.  Return on average assets of 0.21% for 3Q 2024  Return on average common equity of 2.40% for 3Q 2024  Allowance for credit losses totaled $33.3 million, 1.20% of gross loans  Reserve for unfunded commitments in other liabilities totaled $1.5 million at 09/30/2024.  Strong liquidity resources on and off-balance sheet. 2024 HIGHLIGHTS ¹Non-GAAP measure. See “Certain Important Information – Non-GAAP Financial Measures” on slide 2 Source: Company documents In $000s except for per share data 12/31/2021 12/31/2022 12/31/2023 3Q2024 BALANCE SHEET Total  Assets $2,878,120 $3,151,347 $3,552,772 $3,924,007 Total  Gross  Loans $2,159,359 $2,519,077 $2,748,708 $2,769,651 Total  Deposits $2,596,492 $2,723,792 $3,009,094 $3,429,925 Loans/Deposits 83.16% 92.48% 91.35% 80.75% CAPITAL Common Equity $190,831 $201,933 $216,573 $223,338 Preferred Equity $33,058 $33,058 $33,058 $33,058 Total  Equity/Assets 7.78% 7.46% 7.03% 6.53% Tang. Common Equity/Tang. Assets1 6.04% 5.89% 5.65% 5.30% PROFITABILITY MEASURES Net Interest Margin 3.44% 3.47% 2.69% 2.51% Net Interest Income/Average Assets 3.31% 3.35% 2.60% 2.42% * Non Interest Expense/Average Assets 2.36% 2.38% 2.45% 2.10% * Efficiency Ratio 63.63% 63.94% 83.62% 72.71% Cost of funds 1.11% 1.66% 3.90% 4.54% ROACE 14.06% 13.64% 3.36% 2.40% Earnings  Per Common Share 2.42$            2.48$            0.62$            0.11$                   Net Income $27,297 $28,884 $9,219 $1,927 ASSET QUALITY NPAs/Total  Assets 0.70% 0.47% 1.17% 1.71% Reserves/Total  Loans 1.11% 0.93% 1.13% 1.20% For the Years Ended

LOAN PORTFOLIO Source: Company documents, as September 30, 2024  Loan growth of 2.6% YOY 18.4% growth in loan interest income YOY  Loan yield of 7.05% 3Q 2024 and 6.54% for 3Q 2023  Loan participation strategy facilitated industry concentration management and efficient use of capital Growth in SBA / USDA guaranteed lending Commercial leases represent 9.0% of the loan portfolio, providing higher yields and shorter average lives than real estate secured loans Oil & Gas related loans made up approximately 3.2% funded and 1.8% unfunded of the total loan portfolio as of September 30, 2024 Hotel and hospitality portfolio totaled $182.2 million, or 6.6% of the total loan portfolio as of September 30, 2024 • All hotels flagged by major brands HIGHLIGHTS LOAN PORTFOLIO COMPOSITION 09/30/24 Loan Portfolio Detail 3Q20242023Y2022Y2021Y($000s) $274,441 $      334,972 $      385,279 $      398,391 Commercial & Industrial 1,165,552 1,045,865 992,929 886,407 Non‐Farm Non‐Residential 634,128 563,771 486,115 354,195 Residential Real Estate 248,563 285,415 317,574 246,022 Commercial Leases 45,672 54,485 47,864 48,142 Consumer & Other 87,121 73,538 63,868 58,557 Agriculture & Farm 323,123 399,435 233,091 174,334 C&D $  2,778,600 $  2,757,481 $  2,526,720 $  2,166,048 Total Gross Loans 8,949 8,773 7,643 6,689 LESS: Unearned Income $  2,769,651 $  2,748,708 $  2,519,077 $  2,159,359 Total Loans Commercial &  Industrial 9.9% Non‐Farm Non‐ Residential 42.0% Residential  Real Estate 22.8% Commercial Leases 9.0% Consumer & Other 1.6% Agriculture & Farm 3.1% C&D 11.6%

173.36% 122.79% 50.59% 0.00% 20.00% 40.00% 60.00% 80.00% 100.00% 120.00% 140.00% 160.00% 180.00% 200.00% 2022 2023 2024 CREDIT SUMMARY Source: Company documents, as of and for the nine months ended September 30, 2024 ACL/NONACCRUALS HISTORICAL ASSET QUALITY 0.47% 1.17% 1.71% 0.18% 0.17% 0.62% 0.00% 0.20% 0.40% 0.60% 0.80% 1.00% 1.20% 1.40% 1.60% 1.80% 2022 2023 2024 NPAs/Total Assets NCOs/Average Loans NPAs/TOTAL ASSETS & NCOs/AVG LOANS 9/30/202412/31/202312/31/2022(dollars in thousands) $65,788 $25,187 $13,566 NONACCRUAL LOANS $77 $15,287 $1,142 90 DAY LOANS AND GREATER BUT STILL ACCRUING $1,160$1,250 $113 OREO $67,025$41,724 $14,821 NONPERFORMING ASSETS $2,622 $3,726 $1,007 QTD Loan Chargeoffs $13,674 $5,771 $6,086 YTD Loan Chargeoffs 1.71%1.17%0.47%NPAs / TOTAL ASSETS 1.68%0.71%0.43%NONACCRUAL LOANS / TOTAL ASSETS 1.20%1.13%0.93%ACL / TOTAL LOANS 19.00%11.63%4.48%TEXAS RATIO

Demand ‐ Noninterest 11.7% Demand ‐ Interest43.8% Savings 6.8% Time Deposits 37.7% HIGHLIGHTS  Total YoY deposit growth of 21.8%  New Markets opened • Bridgeport, WV Branch opened 4/17/2024 • Mideast market total deposits of approximately $91.5 million with over 1,000 deposit accounts  Long history of ICS / CDARS expertise. $740.4 million at 9/30/24  Uninsured deposits excluding collateralized public funds estimated at approximately 8.0% of deposits DEPOSIT PORTFOLIO Source: Company documents, as of and for the nine months ended September 30, 2024 9/30/2024 DEPOSIT MIX ($000) 2021Y 2022Y 2023Y 3Q2024 Demand ‐ Noninterest Bearing $532,578 $524,415 $442,755 $401,981 Demand ‐ Interest Bearing 1,275,544 1,460,259 1,526,628 1,501,886 Savings 201,699 205,760 218,986 233,496 Time Deposits 586,671 533,358 820,725 1,292,562 Total Deposits $2,596,492 $2,723,792 $3,009,094 $3,429,925 Weighted Average Rate 0.8% 1.2% 3.1% 3.8% Deposit Composition

FIRST GUARANTY BANCSHARES, INC.