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Item 9A. Controls and Procedures

2023-03-16 compared with 2022-03-16 · 37 added, 17 removed, 140 unchanged (28% of the section changed)

18 unchanged sentences

First Guaranty's independent registered public accounting firm has also issued an attestation report, which expresses an unqualified opinion on the effectiveness of First Guaranty's internal control over financial reporting as of December 31, 2022.

9B - Other Information

Item 9B - Other Information

Item 9C - Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable

Item 10 – Directors, Executive Officers and Corporate Governance

Pursuant to General Instruction G (3), information on directors and executive officers of the Registrant will be incorporated by reference from First Guaranty's Definitive Proxy Statement.

Pursuant to General Instruction G (3) to Form 10-K, information called for by this item will be incorporated by reference from First Guaranty's Definitive Proxy Statement to be filed within 120 days of fiscal year end.

Item 11 - Executive Compensation

Pursuant to General Instruction G (3), information on directors and executive officers of the Registrant will be incorporated by reference from First Guaranty's Definitive Proxy Statement.

Item 12 - Security Ownership of Certain Beneficial Owners, Management and Related Shareholder Matters

Pursuant to General Instruction G (3), information on directors and executive officers of the Registrant will be incorporated by reference from First Guaranty's Definitive Proxy Statement.

In addition, the information required by Item 201(d) of Regulation S-K will be incorporated by reference from First Guaranty's Definitive Proxy Statement.

Item 13 - Certain Relationships and Related Transactions and Director Independence

Pursuant to General Instruction G (3), information on directors and executive officers of the Registrant will be incorporated by reference from First Guaranty's Definitive Proxy Statement.

Item 14 - Principal Accountant Fees and Services

Pursuant to General Instruction G (3), information on principal accountant fees and services will be incorporated by reference from First Guaranty's Definitive Proxy Statement.

Item 15 - Exhibits and Financial Statement Schedules

14 unchanged sentences

Exhibit Number Exhibit

2.1 Agreement and Plan of Merger, by and among First Guaranty Bancshares, Inc., First Guaranty Bank and Lone Star Bank, dated January 6, 2023 (24).

3.1 Restated Articles of Incorporation of First Guaranty Bancshares, Inc.

3.2 Articles of Amendment to the Restated Articles of Incorporation of First Guaranty Bancshares, Inc.(2)

3.3 A rticles of Am endment to the Restated Articles of Incorpor ation of First Guaranty Ban cshares, Inc.

3.4 Bylaws of First Guaranty Bancshares, Inc.(3)

1 unchanged sentence

4.1 Form of Common Stock Certificate of First Guaranty Bancshares, Inc.(5)

4.2 Subordinated Note, dated as of December 21, 2015, by and between First Guaranty Bancshares, Inc.

4.2 Subordinated Note, dated as of June 21, 2022 , by and between First Guaranty Bancshares, Inc.

and Edgar Ray Smith, III.

4.3 Description of Common Stock.

4.4 P r e f e rred Stock Specimen Certificate (16)

4.4 Preferred Stock Specimen Certificate (16)

4.5 Description of Preferred Stock.

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 her ein (18)

and Zions Bancorporation, National Association, and the holders from time to time of the depositary receipts described herein (18)

4.7 Form of Depositary Receipt representing Depositary Shares (18)

10.1 Subordinated Note Purchase Agreement, dated as of December 21, 2015, by and between First Guaranty Bancshares, Inc.

10.1 Subordinated Note Purchase Agreement, dated as of June 21 , 20 22 , by and between First Guaranty Bancshares, Inc.

and Edgar Ray Smith, III.

17 unchanged sentences

and First Horizon Bank (21)

10.11 First Guaranty Bank Equity Bonus Plan (26) .

10.12 Form of Voting Agreement (25).

14.3 First Guaranty Bancshares, Inc.

and Subsidiary Code of Conduct and Ethics for Employees, Officers and Directors.

and Subsidiary Code of Conduct and Ethics for Employees, Officers and Directo r s (22).

14.4 First Guaranty Bancshares, Inc.

1 unchanged sentence

21 Subsidiaries of the First Guaranty Bancshares, Inc.(11)

23.1 Consent of Independent Registered Public Accounting Firm

23.1 Consent of Griffith, DeLaney, Hillman & Lett CPA, PSC.

23.2 Consent of Castaing, Hussey & Lolan, LLC.

31.1 Certification of principal executive officer pursuant to Exchange Act Rule 13(a)-15(e) pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

9 unchanged sentences

101.PRE XBRL Taxonomy Extension Label Linkbase.

101.LAB XBRL Taxonomy Extension Presentation Linkbaset

101.LAB XBRL Taxonomy Extension Presentation Linkbase.

104 Cover Page Interactive Data (formatted as Inline XBRL and included in Exhibit 101).

(1) Incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K12G3 filed by First Guaranty Bancshares, Inc.

9 unchanged sentences

(6) Incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K filed by First Guaranty Bancshares, Inc.

with the Securities and Exchange Commission on December 23, 2015.

with the Securities and Exchange Commission on June 23, 2022.

(7) Incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by First Guaranty Bancshares, Inc.

with the Securities and Exchange Commission on December 23, 2015.

with the Securities and Exchange Commission on June 23, 2022.

(8) Incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed by First Guaranty Bancshares, Inc.

12 unchanged sentences

with the Securities and Exchange Commission on November 12, 2019.

(15) 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, 2020.

(15) Reserved

(16) Incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K filed by First Guaranty Bancshares, Inc.

10 unchanged sentences

with the Securities and Exchange Commission on December 29, 2021.

(22) Incorporated by reference to Exhibit 14.3 of the Annual Report on Form 10-K for the year ended December 31, 2021 filed by First Guaranty Bancshares, Inc.

with the Securities and Exchange Commission on March 16, 2022.

(23) Incorporated by reference to Exhibit 14.4 of the Annual Report on Form 10-K for the year ended December 31, 2021 filed by First Guaranty Bancshares, Inc.

with the Securities and Exchange Commission on March 16, 2022.

(24) Incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by First Guaranty Bancshares, Inc.

with the Securities and Exchange Commission on January 9, 2023.

(25) Incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by First Guaranty Bancshares, Inc.

with the Securities and Exchange Commission on January 9, 2023.

(26) Incorporated by reference to Appendix A to the Definitive Proxy Statement file by First Guaranty Bancshares, Inc.

on April 15, 2022.

*Management contract or compensatory plan or arrangement.

Item 16 - Form 10-K Summary

15 unchanged sentences

Smith, III Director March 16, 2023

/s/ Vanessa R.

Drew Director March 16, 2023

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures