What changed in this filing

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Item 9A. Controls and Procedures

2026-03-31 compared with 2025-03-17 · 27 added, 4 removed, 169 unchanged (16% of the section changed)

4 unchanged sentences

For further information, see "Management's annual report on internal control over financial reporting" below.

There was no change in First Guaranty's internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) that occurred during the quarter ended December 31, 2024, that has materially affected, or is reasonably likely to materially affect, First Guaranty's internal control over financial reporting.

Other than as described below under “Remediation of Material Weakness,” there was no change in First Guaranty's internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) that occurred during the quarter ended December 31, 2025, that has materially affected, or is reasonably likely to materially affect, First Guaranty's internal control over financial reporting.

Remediation of Material Weakness

As previously reported in Part I, Item 4 of our Quarterly Reports on Form 10-Q for the quarters ended June 30 and September 30, 2025, management identified a material weakness in our internal control over financial reporting.

Management determined that First Guaranty did not effectively perform controls on a timely basis relating to the loan operations quality control review function for new loans originated during the period.

Several remediation steps were taken which included new leadership, additional staff, and enhanced monitoring processes by the loan department leadership.

Additional testing of controls was completed during the fourth quarter of 2025.

First Guaranty has concluded that the material weakness has been effectively remediated as of December 31, 2025.

Management's Annual Report on Internal Control over Financial Reporting

10 unchanged sentences

Based on our evaluation under the framework in Internal Control – Integrated Framework , Management concluded that internal control over financial reporting was effective as of December 31, 2025.

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, 2024.

Item 9B - Other Information

59 unchanged sentences

10.12 Form of Voting Agreement (16).

10.13 Exchange Agreement, dates as of June 16, 2025, by and between First Guaranty Bancshares, Inc.

and Edgar Ray Smith, III (26)

10.14 First Amendment to the Promissory Note, dated as of June 4, 2025, by and between First Guaranty Bancshares, Inc.

and Smith & Tate Investments, L.L.C.

10.15 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 Investments, L.L.C.

14.3 First Guaranty Bancshares, Inc.

5 unchanged sentences

21 Subsidiaries of the First Guaranty Bancshares, Inc.(8)

23.1 Consent of EisnerAmper, LLP.

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

61 unchanged sentences

with the Securities and Exchange Commission on April 3, 2024.

(26) 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 7, 2025.

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

with the Securities and Exchange Commission on July 7, 2025.

(28) Incorporated by reference to Exhibit 10.3 of the Current Report on Form 8-K filed by First Guaranty Bancshares, Inc.

with the Securities and Exchange Commission on July 7, 2025.

(29) Incorporated by reference to the Exhibit 19.1 to the Annual Report on Form 10-K filed by First Guaranty Bancshares, Inc.

with the Securities and Exchange Commission on March 17, 2025.

(30) Incorporated by reference to the Exhibit 97.1 to the Annual Report on Form 10-K filed by First Guaranty Bancshares, Inc.

with the Securities and Exchange Commission on March 17, 2025.

*Management contract or compensatory plan or arrangement.

13 unchanged sentences

Reynolds Chairman of the Board March 31, 2026

/s/ William K.

Hood Director March 17, 2025

/s/ Robert W.

Walker Director March 31, 2026

/s/ Jack Rossi Director March 31, 2026

5 unchanged sentences

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