v3.26.1
Subsequent Events
6 Months Ended
Jun. 30, 2026
Subsequent Events [Abstract]  
Subsequent Events Subsequent Events
On July 31, 2026, First Guaranty Bank completed the sale of the Bank's Texas operations, consisting of five branches and related deposits, loans and certain other assets, to Armstrong Bank, Muskogee, Oklahoma. The transaction is expected to consist of approximately $234 million in deposits and $88 million in loans.

As disclosed in the Current Report on Form 8-K filed with the SEC on August 7, 2026, the Bank has consented to the issuance of a Consent Order (the “Consent Order”) with the FDIC and the Louisiana Office of Financial Institutions (the “OFI”), which became effective as of August 7, 2026 (the “Effective Date”). The Bank consented to the issuance of the Consent Order without admitting or denying any charges of unsafe or unsound banking practices or violations of law. The Consent Order primarily resulted from the September 2, 2025, joint examination of the Bank conducted by the FDIC and OFI (the “2025 Exam”). In the period between that 2025 Exam and the issuance of the Consent Order, the Bank’s board of directors (the “Bank Board”) and management have taken a number of steps to address the issues identified in the Consent Order. A copy of the Consent Order is attached as an exhibit to this report, and the description of the contents of the Consent Order in this report is qualified in its entirety by reference to the full text of the Consent Order, which is incorporated herein by reference.

The Consent Order requires the Bank to undertake a number of actions and comply with certain restrictions relating primarily to board oversight, capital maintenance, classified assets, credit administration, commercial real estate (CRE) concentrations and monitoring, and dividends. These provisions are summarized in more detail below:

The Bank Board must monitor and confirm the completion of actions taken by management to comply with the Consent Order and ensure that the Bank has sufficient policies, personnel, resources, and systems to implement and adhere to the Consent Order.

The Bank must maintain a Tier 1 leverage capital ratio equal to or greater than 9% and a total risk-based capital ratio equal to or greater than 14%. If the Bank fails to maintain the required capital ratios, the Bank must submit a plan to the FDIC and OFI to increase Tier 1 Capital or take other measures to bring the Bank’s capital ratios to the levels required by the Consent Order.

The Bank is restricted from extending additional credit to borrowers whose credit remains uncollected and was charged off or classified “loss” by the FDIC or OFI in the 2025 Exam, subject to certain limited exceptions.

The Bank is restricted from extending additional credit to borrowers whose credit remains uncollected and was classified “doubtful” or “substandard” by the FDIC or OFI in the 2025 Exam, unless the Bank Board has signed a detailed written statement giving reasons why failure to extend such credit would be detrimental to the best interests of the Bank.

Within 120 days after the Effective Date, the Bank must, to the extent it has not previously done so, eliminate from its books, by charge-off or collection (excluding through the proceeds of any loan from the Bank), all assets or portions of assets classified “loss” and 50% of the assets classified “doubtful” by the FDIC or OFI in the 2025 Exam.

Within 60 days after the Effective Date, the Bank must submit a written plan to the FDIC and OFI to reduce the remaining assets classified “doubtful” and “substandard” in the 2025 Exam, including specified information for each classified asset with a balance of $2 million or more.

The Bank must maintain satisfactory loan documentation practices and identify, track, correct and report to the Bank Board loan policy exceptions.

The Bank Board must maintain a satisfactory loan review program commensurate with the Bank’s credit risk profile and commercial real estate concentration.

Within 90 days after the Effective Date, the Bank Board must maintain and submit for approval a written plan for identifying, measuring, and monitoring the Bank’s CRE concentration.

Within 90 days after the Effective Date, the Bank Board must implement measures to correct the weaknesses regarding CRE stress testing identified in the 2025 Exam.

Within 90 days after the Effective Date, the Bank Board must implement measures to correct certain loan underwriting and credit administration weaknesses described in the 2025 Exam.

So long as the Consent Order is in effect, the Bank may not pay any dividend to First Guaranty without the prior written consent of the FDIC and OFI.

The Bank must furnish quarterly progress reports to the FDIC and OFI regarding compliance with the Consent Order.

The Consent Order will remain in effect until modified, terminated, suspended, or set aside by the FDIC and OFI.

Management and the Bank Board have been working to address the issues identified in the 2025 Exam, and will continue and expand these efforts to comply with the Consent Order. As of June 30, 2026, the Bank’s Tier 1 leverage ratio was 7.09% and its total risk-based capital ratio was 16.21%.
The Bank has submitted a capital plan to the FDIC and OFI. Other than the achievement of the required Tier 1 leverage ratio, the Bank currently believes that it is in full compliance with the Consent Order as of the date hereof.