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): April 26, 2023

FIRST GUARANTY BANCSHARES, INC.

(Exact name of registrant as specified in its charter)

Louisiana	001-37621	26-0513559
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer
incorporation or organization)		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)
Not Applicable
(Former name or former address, if changed since last report)

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 class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $1 par value	FGBI	The Nasdaq Stock Market LLC
Depositary 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

Item 7.01.        Regulation FD Disclosure

A copy of First Guaranty Bancshares, Inc.'s investor presentation based on March 31, 2023 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.

Important Information and Where to Find It

This Presentation does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval with respect to the proposed acquisition by First Guaranty of Lone Star. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, and no offer to sell or solicitation of an offer to buy shall be made in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

In connection with the proposed Transaction, First Guaranty has filed with the SEC a Registration Statement on Form S-4, as amended, that includes a proxy statement of Lone Star and a prospectus of First Guaranty (as may be further amended or supplemented from time to time, the “Proxy Statement/Prospectus”), and First Guaranty may file with the SEC other relevant documents concerning the proposed Transaction. The definitive Proxy Statement/Prospectus will be mailed to shareholders of Lone Star. BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS, SHAREHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BY FIRST GUARANTY, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT FIRST GUARANTY, FGB, LONE STAR AND THE PROPOSED TRANSACTION.

Free copies of the Proxy Statement/Prospectus, as well as other filings containing information about First Guaranty, may be obtained at the SEC’s website (http://www.sec.gov) when they are filed by First Guaranty. You will also be able to obtain these documents, when they are filed, free of charge, from First Guaranty at www.fgb.net under the heading “SEC Filings.” Copies of the Proxy Statement/Prospectus can also be obtained, when it becomes available, free of charge, by directing a request to First Guaranty Bancshares, Inc., 400 East Thomas Street, Hammond, Louisiana 70401, Attn: Investor Relations, (985) 375-0343.

Participants in the Solicitation

This Presentation is not a solicitation of a proxy from any security holder of Lone Star. However, Lone Star and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Lone Star in respect of the proposed Transaction. Information about Lone Star’s directors and executive officers will be contained in the Proxy Statement/Prospectus. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the Proxy Statement/Prospectus and other relevant materials to be filed with the SEC when they become available. Free copies of this document may be obtained as described in the preceding paragraph.

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. 

	FIRST GUARANTY BANCSHARES, INC.
	(Registrant)
Date: April 26, 2023
	By:	/s/Eric J. Dosch
		Eric J. Dosch
		Chief Financial Officer

 INDEX TO EXHIBITS

Exhibit Number	Description
Exhibit 99.1	Presentation Materials.

EX-99.1

MARCH 2020 INVESTOR PRESENTATION Financial Data as of: First Quarter 2023 NASDAQ: FGBI www.fgb.net

2 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 consummate the acquisition of Lone Star Bank (“Lone Star”) and to realize the expected benefits of the acquisition; 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.

3 CERTAIN IMPORTANT INFORMATION IMPORTANT INFORMATION AND WHERE TO FIND IT This presentation does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval with respect to the proposed acquisition by First Guaranty of Lone Star. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, and no offer to sell or solicitation of an offer to buy shall be made in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. In connection with the proposed Transaction, First Guaranty has filed with the SEC a Registration Statement on Form S-4, as amended, that includes a proxy statement of Lone Star and a prospectus of First Guaranty (as may be further amended or supplemented from time to time, the “Proxy Statement/Prospectus”), and First Guaranty may file with the SEC other relevant documents concerning the proposed Transaction. The definitive Proxy Statement/Prospectus will be mailed to shareholders of Lone Star. BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS, SHAREHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BY FIRST GUARANTY, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT FIRST GUARANTY, FGB, LONE STAR AND THE PROPOSED TRANSACTION. Free copies of the Proxy Statement/Prospectus, as well as other filings containing information about First Guaranty, may be obtained at the SEC’s website (http://www.sec.gov) when they are filed by First Guaranty. You will also be able to obtain these documents, when they are filed, free of charge, from First Guaranty at www.fgb.net under the heading “SEC Filings.” Copies of the Proxy Statement/Prospectus can also be obtained, when it becomes available, free of charge, by directing a request to First Guaranty Bancshares, Inc., 400 East Thomas Street, Hammond, Louisiana 70401, Attn: Investor Relations, (985) 375-0343. PARTICIPANTS IN THE SOLICIATION This presentation is not a solicitation of a proxy from any security holder of Lone Star. However, Lone Star and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Lone Star in respect of the proposed Transaction. Information about Lone Star’s directors and executive officers will be contained in the Proxy Statement/Prospectus. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the Proxy Statement/Prospectus and other relevant materials to be filed with the SEC when they become available. Free copies of this document may be obtained as described in the preceding paragraph.

4

5 FINANCIAL HIGHLIGHTS  Total assets increased YoY by 11.3% to $3.2 billion  Total loans increased YoY by 15.4% to $2.6 billion  QTD net income of $3.5 million  QTD earnings per common share of $0.27  Return on average assets of 0.45% for 1Q 2023  Return on average common equity of 5.80% for 1Q 2023  Allowance for credit losses totaled $31.6 million  CECL adopted January 2023. $10MM pre-tax adjustment. $7.1 million ACL. $2.9MM other liabilities  Allowance for credit losses represented 1.23% of gross loans  Strong liquidity resources. On and off-balance sheet  FHLB net capacity was $315 million. FRB Discount capacity of $188 million. First Guaranty did not use the Federal Reserve Bank Term Loan Funding Program at 3/31/2023 2023 HIGHLIGHTS *Annualized ¹Non-GAAP measure. See “Certain Important Information – Non-GAAP Financial Measures” on slide 2 Source: Company documents In $000s except for per share data 12/31/2020 12/31/2021 12/31/2022 1Q2023 BALANCE SHEET Total  Assets $2,473,078 $2,878,120 $3,151,347 $3,237,796 Total  Gross  Loans $1,844,135 $2,159,359 $2,519,077 $2,574,242 Total  Deposits $2,166,318 $2,596,492 $2,723,792 $2,862,588 Loans/Deposits 85.13% 83.16% 92.48% 89.93% CAPITAL Common Equity $178,591 $190,831 $201,933 $195,618 Preferred Equity $0 $33,058 $33,058 $33,058 Total  Equity/Assets 7.22% 7.78% 7.46% 7.06% Tang. Common Equity/Tang. Assets1 6.51% 6.04% 5.89% 5.54% PROFITABILITY MEASURES Net Interest Margin 3.35% 3.44% 3.47% 2.99% Net Interest Income/Average Assets 3.18% 3.31% 3.35% 2.89% * Non Interest Expense/Average Assets 2.47% 2.36% 2.38% 2.61% * Efficiency Ratio 58.95% 63.63% 63.94% 80.65% Cost of funds 1.48% 1.11% 1.66% 3.24% ROACE 11.36% 14.06% 13.64% 5.80% Earnings  Per Common Share 1.90$            2.42$            2.48$            0.27$                   Net Income $20,318 $27,297 $28,884 $3,468 ASSET QUALITY NPAs/Total  Assets 1.25% 0.70% 0.47% 0.76% Reserves/Total  Loans 1.33% 1.11% 0.93% 1.23% For the Years Ended

6 LOAN PORTFOLIO Source: Company documents, as March 31, 2023  Loan growth of 15.4% YOY 36.1% growth in loan interest income YOY  Loan yield of 6.12% YTD 2023 Commercial leases represent 11.7% of the loan portfolio, providing higher yields and shorter average lives than real estate secured loans Oil & Gas related loans made up approximately 3.7% funded and 1.7% unfunded of the total loan portfolio as of March 31, 2023 Hotel loans totaled $183.0 million, or 7.1% of the total loan portfolio as of March 31, 2023 • All hotels flagged by major brands • Office Space loans totaled approximately $61.4 million, or 2.4% of the total loan portfolio as of March 31, 2023 HIGHLIGHTS Commercial &  Industrial13.3% Non‐Farm Non‐ Residential 39.8% Residential  Real Estate 19.6% Commercial  Leases 11.7% Consumer &  Other 1.9% Agriculture & Farm 2.5% C&D 11.2% LOAN PORTFOLIO COMPOSITION 3/31/23 ($000s) 2020Y 2021Y 2022Y 1Q2023 Commercial  & Industrial 353,028$       398,391$       385,279$       $344,332 Non‐Farm Non‐Residential 824,137         886,407         992,929         1,027,199      Residential  Real  Estate 317,168         354,195         486,115         506,604         Commercial  Leases 104,141         246,022         317,574         302,450         Consumer & Other 44,642            48,142            47,864            49,157            Agriculture & Farm 55,215            58,557            63,868            63,416            C&D 150,841         174,334         233,091         289,486         Total Gross Loans 1,849,172$    2,166,048$    2,526,720$    2,582,644$    LESS: Unearned Income 5,037              6,689              7,643              8,402              Total Loans 1,844,135$    2,159,359$    2,519,077$    2,574,242$    Loan Portfolio Detail

7 119.95% 158.68% 128.16% 0.00% 20.00% 40.00% 60.00% 80.00% 100.00% 120.00% 140.00% 160.00% 180.00% 200.00% 2021 2022 2023 CONSERVATIVE CREDIT CULTURE Source: Company documents, as of and for the three months ended March 31, 2023 ACL/NONPERFORMING ASSETS HISTORICAL ASSET QUALITY 0.70% 0.47% 0.76% 0.13% 0.18% 0.08% 0.00% 0.20% 0.40% 0.60% 0.80% 1.00% 1.20% 1.40% 2021 2022 2023 NPAs/Total Assets NCOs/Average Loans (dollars in thousands) 12/31/2021 12/31/2022 3/31/2023 NONACCRUAL LOANS $16,715 $13,566 $15,669 90 DAY LOANS AND GREATER BUT STILL ACCRUING $1,245 $1,142 $8,075 OREO $2,072 $113 $887 NONPERFORMING ASSETS $20,032 $14,821 $24,631 NPAs / TOTAL ASSETS 0.70% 0.47% 0.76% NONACCRUAL LOANS / TOTAL ASSETS 0.58% 0.43% 0.48% ACL / TOTAL LOANS 1.11% 0.93% 1.23% TEXAS RATIO 6.63% 4.48% 7.11% NPAs/TOTAL ASSETS & NCOs/AVG LOANS

8 Demand ‐ Noninterest 18.1% Demand ‐ Interest53.5% Savings 7.2% Time Deposits 21.2% HIGHLIGHTS  Total YTD deposit growth of 5.10%. Total YOY deposit growth of 9.10%  Growth in Consumer, Business and Public Fund categories • YTD growth in all markets. LA +3.9%, TX+10.9%, Mideast +257%  New Markets opened • Vanceburg, KY Branch opened 1/18/23 • Bridgeport, WV Branch expected by mid-2023 • Mideast market deposits total $25.5 million with 475 deposit accounts  Long history of ICS / CDARS expertise. $637 million at 3/31/23  Uninsured deposits excluding collateralized public funds estimated at approximately $355 million  Strong CD demand. QTD CD growth of $73 million  Approximately $178 million in 5-year CDs mature by end of 2024. Avg rate of 3.67% DEPOSIT PORTFOLIO Source: Company documents, as of and for the three months ended March 31, 2023 3/31/2023 DEPOSIT MIX ($000) 2020 2021 2022 1Q2023 Demand ‐ Noninterest Bearing $411,416 $532,578 $524,415 $519,028 Demand ‐ Interest Bearing 860,394 1,275,544 1,460,259 1,531,321 Savings 168,879 201,699 205,760 206,008 Time Deposits 725,629 586,671 533,358 606,231 Total Deposits $2,166,318 $2,596,492 $2,723,792 $2,862,588 Weighted Average Rate 1.1% 0.8% 1.2% 2.5% Deposit Composition

BIGGER | STRONGER | MORE PROFITABLE FIRST GUARANTY BANCSHARES, INC.

XML

Cover	Apr. 26, 2023
Document Information [Line Items]
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001408534
Document Type	8-K
Document Period End Date	Apr. 26, 2023
Entity Registrant Name	FIRST GUARANTY BANCSHARES, INC.
Entity Incorporation, State or Country Code	LA
Entity File Number	001-37621
Entity Tax Identification Number	26-0513559
Entity Address, Address Line One	400 East Thomas Street
Entity Address, City or Town	Hammond
Entity Address, State or Province	LA
Entity Address, Postal Zip Code	70401
City Area Code	345-7685
City Area Code	(985)
Written Communications	true
Soliciting Material	false
Amendment Flag	false
Common Stock
Document Information [Line Items]
Title of 12(b) Security	Common Stock, $1 par value
Trading Symbol	FGBI
Security Exchange Name	NASDAQ
Noncumulative Preferred Stock
Document Information [Line Items]
Title of 12(b) Security	Depositary Shares (each representing a 1/40th interest in a share of 6.75% Series A Fixed-Rate Non-Cumulative perpetual preferred stock)
Trading Symbol	FGBIP
Security Exchange Name	NASDAQ