First Guaranty Bancshares Inc

Item 1A. Risk Factors

Except as disclosed in the updated risk factors below and elsewhere in this report, there are no material changes during the period covered by this Report to the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025. In particular, please see the discussion under the in Part I Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations in this report.

There have been no materi Consent Order issued by the FDIC and OFI requires the Bank to devote significant resources to enhance its policies, procedures, and practices, and places additional restrictions on the Banks operations, and the failure to comply with any provision of the Consent Order may cause the FDIC to take further action against it.

On August 5, 2026, the Bank consented to the issuance of the Consent Order by the FDIC and the OFI. The Consent Order requires the Bank and/or the Bank Board to, among other things, maintain a Tier 1 leverage capital cratio equal to or greater than 9% and a total risk-based capital ratio equal to or greater thanges to our risk factors as disclosed in First  14%, 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. Because the Consent Order requires the Bank to meet and maintain specific capital levels, the Bank may not be considered well capitalized for purposes of the prompt corrective action framework, even if its capital ratios otherwise exceed the numerical thresholds for well capitalized status, while the Consent Order remains in effect. In addition, the Banks ability to accept, renew or roll over brokered deposits, including certain deposits obtained through deposit placement networks, may be limited. The issuance of the Consent Order could adversely affect the willingness of depositors, the FHLB, deposit placement networks, brokered deposit sources and other counterparties to provide or maintain liquidity or funding to the Bank, which could adversely affect the Banks liquidity, funding costs, financial condition and results of operations.

The Consent Order also restricts the Banks ability to pay dividends without the prior written consent of the FDIC and OFI, which could adversely affect First Guaranty's Annual Report on Form 10-K.

s liquidity and ability to pay dividends on its preferred or common stock or meet its other obligations. The Consent Order may also require the Bank to charge off, collect or reduce classified assets, limit additional extensions of credit to certain classified borrowers, and implement or enhance policies, procedures, monitoring and reporting related to loan administration, loan review, CRE concentrations, underwriting and credit administration. These requirements are expected to result in increased compliance, consulting, legal and other noninterest expenses, require significant management and board attention, and may adversely affect the Banks operations, financial condition and results of operations. The Banks regulatory status may also adversely affect First Guarantys regulatory standing, liquidity, and its ability in engage certain activities.

First Guaranty's management and board of directors have devoted and expect to continue to devote considerable time, attention, and resources on developing, implementing, and monitoring corrective actions to comply with the terms of the Consent Order.

There is no guarantee that First Guaranty will ultimately address the FDICs and OFIs concerns and comply with all of the terms of the Consent Order. Issuance of the Consent Order does not preclude further government action, including the assessment of civil money penalties or other enforcement actions, if the FDIC and/or the OFI determine that the Bank has continued, or has failed to correct, the practices and/or violations described in the Consent Order or that the Bank otherwise is violating or has violated the Consent Order.