Filed Pursuant to Rule 424(b)(5)

Registration Statement No. 333-249169  

PROSPECTUS SUPPLEMENT

(To Prospectus dated October 26, 2020)

FIRST GUARANTY BANCSHARES, INC.

1,200,000 Depositary Shares, each representing a 1/40th Interest in a Share of
 6.75% Series A Fixed-Rate Non-Cumulative Perpetual Preferred Stock

We are offering 1,200,000 depositary shares, each representing a 1/40th ownership interest in a share of 6.75% Series A Fixed-Rate Non-Cumulative Perpetual Preferred Stock, par value $1,000 per share, with a liquidation preference of $1,000 per share (equivalent to $25 per depositary share) (the “Preferred Stock”). As a holder of depositary shares, you will be entitled to all proportional rights and preferences of the Preferred Stock (including dividend, voting, redemption, liquidation and other rights). You must exercise such rights through Zions Bancorporation, National Association, as the depositary for the shares of the Preferred Stock.

We will pay dividends on the Preferred Stock, when, as, and if declared by our board of directors, to the extent that we have lawfully available funds to pay dividends. From the issue date, dividends on the Preferred Stock will accrue on a non-cumulative basis at a rate of 6.75% per annum on the liquidation preference of $1,000 per share, payable quarterly, in arrears, commencing on June 1, 2021 and thereafter on the 1^st day of September, December, March and June.

Dividends on the Preferred Stock will not be cumulative. If for any reason our board of directors does not declare a dividend on the Preferred Stock for any dividend period, that dividend will not accrue or be payable and we will have no obligation to pay dividends for that dividend period, whether or not dividends on the Preferred Stock are declared for any future dividend period.

The Preferred Stock is perpetual and has no maturity date. We may redeem the Preferred Stock at our option, (i) in whole or in part, from time to time, on any dividend payment date on or after April 22, 2026 at a redemption price equal to $1,000 per share (equivalent to $25 per depositary share), plus any declared and unpaid dividends, without accumulation of any undeclared and unpaid dividends, to, but excluding, the redemption date, or (ii) in whole but not in part, at any time within 90 days following a regulatory capital treatment event (as defined herein), at a redemption price equal to $1,000 per share (equivalent to $25 per depositary share), plus any declared and unpaid dividends, without accumulation of any undeclared and unpaid dividends, to, but excluding, the redemption date. If we redeem the Preferred Stock, the depositary will redeem a proportionate number of depositary shares. Neither the holders of Preferred Stock nor holders of depositary shares will have the right to require the redemption or repurchase of the Preferred Stock or the depositary shares. Any redemption of the Preferred Stock is subject to our receipt of any required prior approval by the Board of Governors of the Federal Reserve System (the “Federal Reserve”) or other successor regulatory authority.

The Preferred Stock will not have any voting rights, except as set forth under “Description of the Preferred Stock—Voting Rights” and “Description of the Preferred Stock—Other Voting Rights” beginning on page S-30.

We have filed an application to list the depositary shares on the NASDAQ Global Market (“NASDAQ”) under the symbol “FGBIP.” If the application is approved, trading of the depositary shares on NASDAQ is expected to begin within 30 days after the date of initial issuance of the depositary shares. Our common stock is listed on NASDAQ and trades under the ticker symbol “FGBI.”

Investing in the depositary shares involves risk. You should refer to “Risk Factors” beginning on page S-17 of this prospectus supplement, as well as those risk factors contained in our reports filed with the Securities & Exchange Commission (“SEC”), which are incorporated, or deemed to be incorporated, by reference into this prospectus supplement.

We have granted the underwriter an option to purchase up to an additional 180,000 depositary shares within 30 days after the date of this prospectus supplement at the public offering price, less underwriting discounts and commissions.

None of the SEC, any state securities commission, the Federal Reserve, the Federal Deposit Insurance Corporation (“FDIC”) or any other regulatory body has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

The depositary shares are not savings accounts, deposits or obligations of any bank or non-bank subsidiary of First Guaranty Bancshares, Inc. and are not insured or guaranteed by the FDIC or any other governmental agency.

The underwriter expects to deliver the depositary shares in book-entry form only through the facilities of The Depositary Trust Company on or about April 27, 2021, subject to customary closing conditions.

The date of this prospectus supplement is April 22, 2021.

TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT 

PROSPECTUS

	Page
IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS PROSPECTUS AND THE ACCOMPANYING PROSPECTUS SUPPLEMENT	i
IMPLICATIONS OF BEING AN EMERGING GROWTH COMPANY	i
ABOUT THIS PROSPECTUS	1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	1
WHERE YOU CAN FIND MORE INFORMATION	3
RISK FACTORS	4
OUR COMPANY	4
USE OF PROCEEDS	5
DESCRIPTION OF THE SECURITIES	5
Description of Debt Securities	5
Description of Common Stock	14
Description of Preferred Stock	17
Description of Depositary Shares	20
Description of Warrants	22
Description of Purchase Contracts	24
Description of Units	24
Description of Subscription Rights	25
PLAN OF DISTRIBUTION	27
LEGAL OPINION	28
EXPERTS	28

You should rely only on the information contained or incorporated by reference in this prospectus supplement, the accompanying prospectus and any related free writing prospectus required to be filed with the SEC. To the extent there are any inconsistencies between the information in this prospectus supplement and the prospectus, you should rely on the information in this prospectus supplement. We have not, and the underwriter has not, authorized anyone to provide you with different or additional information. We are not, and the underwriter is not, making an offer to sell these securities in any jurisdiction where the offer or sale of these securities is not permitted. You should not assume that the information appearing in this prospectus supplement, the accompanying prospectus or any free writing prospectus prepared by us or the documents incorporated by reference herein or therein is accurate as of any date other than their respective dates. Our business, financial condition, liquidity, results of operations and prospects may have changed since those dates.

ABOUT THIS PROSPECTUS SUPPLEMENT

This document consists of two parts. The first part is this prospectus supplement, which describes the specific terms of this offering and also adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference into this prospectus supplement and the accompanying prospectus. The second part, the accompanying prospectus, gives more general information, some of which does not apply to this offering. You should read both this prospectus supplement and the accompanying prospectus, as well as the documents incorporated by reference, before deciding to purchase our depositary shares.

If the information set forth in this prospectus supplement differs from the information set forth in the accompanying prospectus, you should rely on the information set forth in this prospectus supplement. Similarly, if the information set forth in this prospectus supplement differs from the information contained in any document incorporated by reference that was filed prior to the date of this prospectus supplement, you should rely on the information set forth in this prospectus supplement. The information contained in this prospectus supplement or the accompanying prospectus is only accurate and complete as of the dates shown in such documents, and any information we have incorporated by reference herein is only accurate and complete as of the date of the document incorporated by reference (or, with respect to particular information contained in such document, as of the date set forth within such document as the date as of which such particular information is provided), regardless of the time of delivery of this prospectus supplement or any sale of a security.

This prospectus supplement does not contain all of the information that is important to you. You should read the accompanying prospectus as well as the documents incorporated by reference in this prospectus supplement and the accompanying prospectus. See “Incorporation of Certain Information by Reference” and “Where To Find Additional Information” in this prospectus supplement and “Where You Can Find More Information” in the accompanying prospectus. Unless otherwise indicated or unless the context requires otherwise, references in this prospectus supplement and the accompanying prospectus to the “Corporation,” “we,” “us,” “our” or similar references refer to First Guaranty Bancshares, Inc., a Louisiana corporation, together with our subsidiaries, except where it is clear that the term means only First Guaranty Bancshares, Inc. The term “you” refers to a prospective investor.

We obtained the statistical and other market data used in this prospectus supplement from independent industry sources and publications as well as from research reports prepared by third parties. Industry publications and surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable. Although we believe that this information is reliable, we have not independently verified such information. Our internal data, estimates and forecasts are based on information obtained from trade and business organizations and other contacts in the markets in which we operate and our management’s understanding of industry conditions. All estimates, forecasts and assumptions are necessarily subject to a high degree of risk due to a variety of factors, including those described in the “Risk Factors” section and elsewhere in this prospectus supplement.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein contain 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 (the “Exchange Act”), with respect to the financial condition, liquidity, results of operations, and future performance of our business. 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, particularly with regard to developments related to the novel coronavirus (“COVID-19”)). 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. 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. 

Currently, the most important factor known to management that could cause our actual results to differ materially from those in forward-looking statements is the continued impact of the COVID-19 pandemic and related governmental measures to respond to the pandemic on the United States economy and the economies of the markets in which we operate. In this prospectus supplement and the documents incorporated into this prospectus supplement, we have discussed the historical impact of the pandemic on our operations and set forth certain expectations regarding the pandemic’s impact on our business, financial condition, results of operations, liquidity, asset quality, capital, cash flows and prospects. We believe that our statements regarding future events and conditions in light of the pandemic are reasonable, but these statements are based on assumptions regarding, among other things, how long the pandemic will continue, the pace at which the COVID-19 vaccine can be distributed and administered to residents of the markets we serve and the United States generally, the duration, extent and effectiveness of the governmental measures implemented to contain the pandemic and ameliorate the impact on businesses throughout the United States, and the impact the pandemic and the government’s virus containment measures on national and local economies, all of which are out of our control. If the assumptions underlying our statements about future events prove to be incorrect, our business, financial condition, results of operations, liquidity, asset quality, capital, cash flows and prospects may be materially different from what is presented in the forward-looking statements.

Important factors other than COVID-19 currently known to management that could cause the actual results to differ materially from the statements, include, but are not limited to, the following:

The foregoing factors should not be construed as exhaustive. The forward-looking statements contained herein are based upon management’s beliefs and assumptions. Any forward-looking statement made herein speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law. For a further discussion of these and other factors that could impact our future results, performance or transactions, see the “Risk Factors” section in this prospectus supplement beginning on page S-17 and in our Annual Report on Form 10-K for the year ended December 31, 2020.

WHERE TO FIND ADDITIONAL INFORMATION

We have filed with the SEC a “shelf” registration statement on Form S-3, including exhibits, schedules and amendments filed with the registration statement, of which this prospectus supplement is a part, under the Securities Act, with respect to the depositary shares that may be offered by this prospectus supplement. This prospectus supplement is a part of that registration statement, but does not contain all of the information in the registration statement. For further information with respect to the Corporation and the depositary shares that may be offered by this prospectus supplement, reference is made to the registration statement, including the exhibits and schedules to the registration statement, and the accompanying prospectus. Statements contained in this prospectus supplement as to the contents of any contract or other document referred to in this prospectus supplement are not necessarily complete and, where that contract or other document has been filed as an exhibit to the registration statement, each statement in this prospectus supplement is qualified in all respects by the exhibit to which the reference related.

We are subject to the informational requirements of the Exchange Act, and, in accordance therewith, we file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings, including the registration statement, are available to you on the SEC’s website (http://www.sec.gov), which contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. Documents we have filed with the SEC are also available on the Investor Relations section of our website at https://www.fgb.net/. Except as expressly stated herein, information contained on our website does not constitute a part of this prospectus supplement and is not incorporated by reference herein.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

SEC rules allow us to “incorporate by reference” the information we file with the SEC in this prospectus supplement and the accompanying prospectus. This helps us disclose certain information to you by referring you to the documents we file. The information we incorporate by reference is an important part of this prospectus supplement and the accompanying prospectus. We incorporate by reference each of the documents listed below (in each case, excluding any information “furnished” to, rather than filed with, the SEC, including, but not limited to, information furnished under Items 2.02 or 7.01 of Form 8-K and any corresponding information furnished with respect to such Items under Item 9.01 or as an exhibit).

All documents and reports filed by us subsequent to the date hereof pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act and prior to the completion of any individual sale hereunder shall be deemed to be incorporated by reference in this prospectus supplement and the accompanying prospectus and to be a part hereof from the date of filing of such documents or reports (other than, in each case, documents or information deemed to have been furnished, and not filed in accordance with the SEC rules). Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectus supplement and the accompanying prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus supplement and accompanying prospectus.

You may obtain any of the filings incorporated by reference into this prospectus supplement through us or from the SEC through the SEC’s website at http://www.sec.gov. We will provide, without charge, to each person, including any beneficial owner, to whom a copy of this prospectus supplement is delivered, upon written or oral request of such person, a copy of any or all of the reports and documents referred to above which have been or may be incorporated by reference into this prospectus supplement. You should direct requests for those documents to:

First Guaranty Bancshares, Inc.
400 East Thomas Street
Hammond, Louisiana 70401
Attn: Eric J. Dosch, Corporate Secretary
(985) 345-7685

SUMMARY

The following is a summary of selected information contained elsewhere or incorporated by reference in this prospectus supplement and the accompanying prospectus. This summary is not complete and does not contain all of the information that you should consider before making a decision to invest in our depository shares. We urge you to read this entire prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein carefully, including the financial statements and notes to the financial statements incorporated by reference herein and therein. Please read “Risk Factors” in this prospectus supplement, the accompanying prospectus and the documents incorporated herein and therein for more information about important risks that you should consider before making a decision to invest in our depository shares.

First Guaranty Bancshares, Inc.

First Guaranty Bancshares, Inc. is a Louisiana-chartered bank holding company headquartered in Hammond, Louisiana. Our wholly owned subsidiary, First Guaranty Bank, a Louisiana-chartered commercial bank, provides personalized commercial banking services mainly to Louisiana and Texas customers through 34 banking facilities primarily located in the Market Services Areas (“MSAs”) of Hammond, Baton Rouge, Lafayette, Shreveport-Bossier City, Lake Charles, Alexandria, Dallas-Fort Worth-Arlington, and Waco.

Our principal business consists of attracting deposits from the general public and local municipalities in our market areas and investing those deposits. It also includes generating funds from operations and borrowings in lending and in securities activities to serve the credit needs of our customer base, including commercial real estate loans, commercial and industrial loans, commercial leases, one- to four-family residential real estate loans, construction and land development loans, agricultural and farmland loans, and to a lesser extent, consumer and multi-family loans. We also participate in certain syndicated loans, including shared national credits, with other financial institutions.

We offer a variety of deposit accounts to consumers, small businesses and municipalities, including personal and business checking and savings accounts, time deposits, money market accounts and demand accounts. In addition, we offer a broad range of consumer services, including personal and commercial credit cards, remote deposit capture, safe deposit boxes, official checks, online and mobile banking, automated teller machines, and online bill pay. For our business customers we are pleased to offer additional solutions such as merchant services, remote deposit capture, and lockbox services.

We invest a portion of our assets in securities issued by the United States Government and its agencies, state and municipal obligations, corporate debt securities, mutual funds, and equity securities. We also invest in mortgage-backed securities primarily issued or guaranteed by United States Government agencies or enterprises.

First Guaranty Bank was founded in Amite, Louisiana on March 12, 1934. While the origins of First Guaranty Bank go back over 80 years, we began our modern history in 1993 when an investor group, led by Marshall T. Reynolds, our Chairman, invested $3.6 million in First Guaranty Bank as part of a recapitalization plan with the objective of building a community-focused commercial bank in our Louisiana markets. Since the implementation of that recapitalization plan, we have grown from six branches and $159 million in assets at the end of 1993 to 34 branches and $2.5 billion in assets at December 31, 2020. We have also paid a quarterly dividend for 110 consecutive quarters as of December 31, 2020. On July 27, 2007, we formed First Guaranty Bancshares and completed a one-for-one share exchange that resulted in First Guaranty Bank becoming the wholly-owned subsidiary of First Guaranty Bancshares and First Guaranty Bancshares becoming an SEC reporting public company. In November 2015, First Guaranty completed a public stock offering selling 626,560 shares and raising $9.3 million in net proceeds. In connection with the completion of the stock offering, First Guaranty’s common shares began trading on the NASDAQ Global Market.

Since the formation of our holding company, we have supplemented our organic growth with four acquisitions, which added stable deposits that provided funding for our lending business and extended our geographic footprint in the Baton Rouge, Hammond, Alexandria, Dallas-Fort Worth-Arlington, and Waco MSAs. The following table provides information regarding the four acquisitions.

Corporate Information

Our common stock is traded on the NASDAQ Global Market under the symbol “FGBI.” Our principal executive offices are located at 400 East Thomas Street, Hammond, Louisiana 70401. Our telephone number is (985) 345-7685. We maintain a website at https://www.fgb.net/. The information contained on or connected to our website is not incorporated by reference into, and you must not consider the information to be part of, this prospectus supplement or the accompanying prospectus.

Additional information about us is included in documents incorporated by reference into this prospectus supplement. See “Incorporation of Certain Information by Reference” on page S-3 of this prospectus supplement.

Recent Developments

Preliminary First Quarter 2021 Results

For the three months ended March 31, 2021, net income was $5.0 million and earnings per share were $0.52, compared to net income of $3.8 million and earnings per share of $0.39 for the three months ended March 31, 2020. The net income for the three months ended March 31, 2021 resulted in an annualized return on assets of 0.80% and an annualized return on average shareholders’ equity of 11.31%, compared to an annualized return on assets of 0.72% and an annualized return on average shareholders’ equity of 9.00% for the three months ended March 31, 2020.

As of March 31, 2021, total assets were $2.6 billion, gross loans held for investment were $2.0 billion, total deposits were $2.3 billion and noninterest-bearing deposits were $466.7 million. As of March 31, 2021, total shareholders’ equity was $176.3 million and book value per share was $18.10. As of March 31, 2020, total assets were $2.3 billion, gross loans held for investment were $1.5 billion, total deposits were $1.9 billion and noninterest-bearing deposits were $321.2 million. As of March 31, 2020, total shareholders’ equity was $169.0 million and book value per share was $17.35.

Castaing, Hussey & Lolan, LLC, our independent registered public accounting firm, has not completed its review procedures with respect to these preliminary financial results. Accordingly, our final results for the three month period ended March 31, 2021 may not be consistent with these preliminary financial results. See the “Risk Factors” section in this prospectus supplement beginning on page S-17 and in our Annual Report on Form 10-K for the year ended December 31, 2020.

THE OFFERING

SUMMARY OF SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

The following tables set forth selected consolidated historical financial data at and for the years ended December 31, 2020, 2019 and 2018 that has been derived from our audited consolidated financial statements contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on March 16, 2021, and incorporated by reference herein. The selected consolidated historical financial data presented below at and for the years ended December 31, 2017 and 2016 has been derived from our audited consolidated financial statements contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018, filed with the SEC on March 15, 2019.

Results from past periods are not necessarily indicative of results that may be expected for any future period. You should read these tables together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other detailed information included in our Annual Report on Form 10-K for the year ended December 31, 2020, which is incorporated by reference into this prospectus supplement.

(Footnotes follow on next page)

GAAP Reconciliation of Non-GAAP Financial Measures

Our accounting and reporting policies conform to accounting principles generally accepted in the United States, or GAAP, and the prevailing practices in the banking industry. However, we also evaluate our performance based on certain additional metrics. Tangible book value per share and the ratio of tangible equity to tangible assets are not financial measures recognized under GAAP and, therefore, are considered non-GAAP financial measures.

Our management, banking regulators, many financial analysts and other investors use these non-GAAP financial measures to compare the capital adequacy of banking organizations with significant amounts of preferred equity and/or goodwill or other intangible assets, which typically stem from the use of the purchase accounting method of accounting for mergers and acquisitions. Tangible equity, tangible assets, tangible book value per share or related measures should not be considered in isolation or as a substitute for total shareholders’ equity, total assets, book value per share or any other measure calculated in accordance with GAAP. Moreover, the manner in which we calculate tangible equity, tangible assets, tangible book value per share and any other related measures may differ from that of other companies reporting measures with similar names.

The following table reconciles, as of the dates set forth below, shareholders’ equity (on a GAAP basis) to tangible equity and total assets (on a GAAP basis) to tangible assets and calculates our tangible book value per share.

The efficiency ratio is generally used by financial analysts and investment bankers to evaluate financial institutions. The GAAP-based efficiency ratio is noninterest expenses divided by net interest income plus noninterest income. We calculate a non-GAAP efficiency ratio by dividing noninterest expense by the sum of net interest income and noninterest income, excluding amortizations of intangibles and securities transactions.

The following table reconciles, as of the dates set forth below, our efficiency ratio to the GAAP-based efficiency ratio: