FGBI First Guaranty Bancshares Inc

PRELIMINARY PROXY STATEMENT/PROSPECTUS,
SUBJECT TO COMPLETION, DATED MARCH 31 , 2017

Dear Fellow Shareholder:

On January 30, 2017, the board of directors of Premier Bancshares, Inc. (“Premier Bancshares”) unanimously approved a merger agreement between Premier Bancshares and First Guaranty Bancshares, Inc. (“First Guaranty”). Premier Bancshares is holding a special meeting of its shareholders to vote on the proposal necessary to complete the merger between Premier Bancshares and First Guaranty. If the merger agreement is approved and the merger is subsequently completed, Premier Bancshares will merge with and into First Guaranty. Premier Bancshares’s separate corporate existence will cease and First Guaranty will continue as the surviving corporation.

If the merger is completed, shareholders of Premier Bancshares will receive aggregate merger consideration equal to $20.637 million. Under the terms of the merger agreement, each outstanding share of Premier Bancshares common stock (other than shares owned by First Guaranty or Premier Bancshares, or by shareholders that have asserted and not withdrawn dissenter's rights in accordance with the Texas Business Organizations Code) will be converted into the right to receive (i) an amount in cash equal to $20.637 million, divided by the total number of shares of Premier Bancshares common stock outstanding as of the business day immediately prior to the closing date, multiplied by 50%; and (ii) that number of shares of First Guaranty common stock equal to the exchange ratio. The exchange ratio is obtained by dividing (i) $20.637 million divided by the total number of Premier Bancshares common stock outstanding as of the business day immediately prior to the closing, multiplied by 50%, by (ii) the average closing price. The average closing price means the average of the closing prices of First Guaranty common stock as reported on the NASDAQ Global Market for the 20 consecutive trading days ending on the fifth business day immediately prior to the closing date. Ultimately, Premier Bancshares shareholders will receive 50% First Guaranty common stock and 50% cash. For more information, see “Proposal 1—Description of the Merger—Consideration to be Received in the Merger.”

First Guaranty's common stock is traded on The NASDAQ Global Market under the symbol “FGBI.” On January 30, 2017, the last trading day prior to the announcement of the merger agreement by the board of directors, the last reported sale price of First Guaranty common stock on The NASDAQ Global Market was $23.44. With the aggregate merger consideration of $20.637 million and assuming that the First Guaranty average closing price was equal to $23.44 and the number of shares outstanding for Premier Bancshares is 3,344,980, each Premier Bancshares shareholder would be entitled to receive $3.08 per share in cash and 0.132 shares of First Guaranty common stock per share of Premier Bancshares common stock (which would have an implied value of $3.08 based on that stock price). On [•], 2017, the last practicable date prior to the mailing of this Proxy Statement/Prospectus, the last reported sale price of First Guaranty common stock on The NASDAQ Global Market was $[•]. With the aggregate merger consideration of $20.637 million and assuming that the First Guaranty average closing price was equal to $[•], each Premier Bancshares shareholder would be entitled to receive $3.08 per share in cash and [•] shares of First Guaranty common stock per share of Premier Bancshares common stock (which would have an implied value of $3.08 based on that stock price). We urge you to obtain current stock price quotations for First Guaranty common stock. A table setting forth an illustrative range of the respective cash consideration per share and the exchange ratio at various First Guaranty average closing prices (with the aggregate merger consideration of $20.637 million) can be found on page 40 of this Proxy Statement/Prospectus in the section entitled “Proposal 1—Description of the Merger—Consideration to be Received in the Merger— Merger Consideration Example.” While the aggregate merger consideration of $20.637 million is known, the cash and stock per share merger consideration will not be known until after shareholders of Premier Bancshares have voted on the merger and the board of directors of Premier Bancshares does not intend to resolicit shareholders at any point.

As of [•], the number of shares of First Guaranty common stock estimated to be issuable upon completion of the merger is                 . As a result of the merger, Premier Bancshares shareholders will become shareholders of First Guaranty. Following the completion of the merger, former Premier Bancshares shareholders will hold approximately                 % of First Guaranty’s common stock.

Premier Bancshares shareholders will vote to approve the merger agreement and on the other matters described herein at a special meeting of shareholders to be held at [•], [•].m., local time, on [•] at [•].

Your board of directors has unanimously determined that the merger agreement and the merger are in the best interests of Premier Bancshares and its shareholders and unanimously recommends that you vote “FOR” approval and adoption of the merger agreement. The merger cannot be completed unless holders of at least two-thirds of the issued and outstanding shares of common stock of Premier Bancshares vote to approve the merger agreement. Whether or not you plan to attend the special meeting of shareholders, please take the time to vote by completing the enclosed proxy card and mailing it in the enclosed envelope. If you sign, date and mail your proxy card without indicating how you want to vote, your proxy will be counted as a vote “FOR” approval and adoption of the merger agreement and “FOR” the approval of an adjournment of the special meeting if necessary or appropriate to solicit additional proxies if there are not sufficient votes to approve and adopt the merger agreement. If you fail to vote, or you do not instruct your broker how to vote any shares held for you in “street name,” it will have the same effect as voting “AGAINST” the merger agreement, but it will have no effect on the proposal to approve an adjournment of the special meeting.

The accompanying document is being delivered to Premier Bancshares shareholders as First Guaranty’s prospectus for its offering of First Guaranty common stock in connection with the merger, and as a proxy statement for the solicitation of proxies from Premier Bancshares shareholders to vote for the approval of the merger agreement and the merger.

This Proxy Statement/Prospectus provides you with detailed information about the proposed merger. It also contains or references information about First Guaranty and Premier Bancshares and related matters. You are encouraged to read this document carefully. In particular, you should read the “Risk Factors” section beginning on page 12 for a discussion of the risks you should consider in evaluating the proposed merger and how it will affect you.

Voting procedures are described in this Proxy Statement/Prospectus. Your vote is important and I urge you to cast it promptly.

Sincerely,

J. Douglas Sanders
President and Chief Executive Officer

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the merger or the securities to be issued under this Proxy Statement/Prospectus or determined if this Proxy Statement/Prospectus is accurate or adequate. Any representation to the contrary is a criminal offense.

The securities we are offering through this document are not savings or deposit accounts or other obligations of any bank or non-bank subsidiary of either of our companies, and they are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

Proxy Statement/Prospectus dated [document date]
and first mailed to shareholders on or about [•]

ABOUT THIS DOCUMENT

This Proxy Statement/Prospectus, which forms part of a registration statement on Form S-4 filed with the SEC by First Guaranty Bancshares, Inc., constitutes a prospectus of First Guaranty Bancshares, Inc. under the Securities Act of 1933, as amended, which we refer to in this document as the “Securities Act,” with respect to the shares of First Guaranty Bancshares, Inc. common stock to be issued to Premier Bancshares, Inc. shareholders, as required by the merger agreement. This document also constitutes a proxy statement and a notice of meeting with respect to the special meeting of shareholders of Premier Bancshares, Inc.

You should rely only on the information contained in this document. No one has been authorized to provide you with information that is different from the information contained in this document. This document is dated [•], 2017. You should not assume that the information contained in this document is accurate as of any date other than that date. Neither the mailing of this document to Premier Bancshares, Inc. shareholders nor the issuance by First Guaranty Bancshares, Inc. of its common stock in connection with the merger will create any implication to the contrary.

This document does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Information contained in this document regarding First Guaranty Bancshares, Inc. has been provided by First Guaranty Bancshares, Inc. and information contained in this document regarding Premier Bancshares, Inc. has been provided by Premier Bancshares, Inc.

PREMIER BANCSHARES, INC.
8951 Synergy Drive
McKinney, Texas 75070

NOTICE OF THE SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON [MEETING DATE]

NOTICE IS HEREBY GIVEN that a special meeting of the shareholders of Premier Bancshares, Inc. will be held at [Meeting Location] at             .m., Central Time, on [Meeting Date], for the following purposes:

1. To consider and vote upon a proposal to approve and adopt the Agreement and Plan of Merger, dated as of January 30, 2017, by and between First Guaranty Bancshares, Inc. and Premier Bancshares, Inc. (the “Merger Agreement”), and thereby to approve the transactions contemplated by the Merger Agreement, including the merger of Premier Bancshares, Inc. with and into First Guaranty Bancshares, Inc. (collectively, the “Merger”);

2. To approve one or more adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes at the time of the special meeting to approve the Merger Agreement and the Merger; and

3. To transact any other business that may properly come before the special meeting or any adjournment or postponement thereof.

The Merger is described in more detail in this Proxy Statement/Prospectus, which you should read carefully in its entirety before voting. A copy of the Merger Agreement is attached as Appendix A to this Proxy Statement/Prospectus. Only Premier Bancshares, Inc. shareholders of record as of the close of business on [Record Date] are entitled to notice of and to vote at the special meeting of shareholders or any adjournments of the special meeting.

To ensure your representation at the special meeting of shareholders, please follow the voting procedures described in the accompanying Proxy Statement/Prospectus and on the enclosed proxy card. This will not prevent you from voting in person, but it will help to secure a quorum and avoid added solicitation costs. Your proxy may be revoked at any time before it is voted by following the instructions provided in the Proxy Statement/Prospectus.

BY ORDER OF THE BOARD OF
DIRECTORS

Charles L. Baggs
Corporate Secretary

McKinney, Texas
[document date]

PREMIER BANCSHARES, INC.’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” APPROVAL AND ADOPTION OF THE MERGER AGREEMENT AND “FOR” THE APPROVAL OF THE ADJOURNMENT PROPOSAL DESCRIBED ABOVE.

YOUR VOTE IS IMPORTANT!

WHETHER OR NOT YOU EXPECT TO ATTEND THE PREMIER BANCSHARES, INC. SPECIAL MEETING IN PERSON, PREMIER BANCSHARES, INC. URGES YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE BY COMPLETING, SIGNING AND DATING THE ENCLOSED PROXY CARD AND RETURNING IT IN THE POSTAGE-PAID ENVELOPE PROVIDED. If your shares are held in the name of a bank, broker or other nominee, please follow the instructions on the voting instruction card furnished to you by such record holder.

If you have any questions concerning the Merger or other matters to be considered at the special meeting, would like additional copies of this Proxy Statement/Prospectus or need help voting your shares, please contact our proxy solicitor:

The NASDAQ Global Market was $[•]. With the aggregate merger consideration of $20.637 million and assuming that the First Guaranty average closing price was equal to $[•], each Premier Bancshares shareholder would be entitled to receive $3.08 per share in cash and [•] shares of First Guaranty common stock per share of Premier Bancshares common stock (which would have an implied value of $3.08 based on that stock price). We urge you to obtain current stock price quotations for First Guaranty common stock. A table setting forth an illustrative range of the respective cash consideration per share and the exchange ratio at various First Guaranty average closing prices (with the aggregate merger consideration of $20.637 million) can be found on page 40 of this Proxy Statement/Prospectus in the section entitled “Proposal 1—Description of the Merger—Consideration to be Received in the Merger— Merger Consideration Example.” While the aggregate merger consideration of $20.637 million is known, the cash and stock per share merger consideration will not be known until after shareholders of Premier Bancshares have voted on the merger and the board of directors of Premier Bancshares does not intend to resolicit shareholders at any point.

For a more detailed discussion of the material United States federal income tax consequences of the transaction, please see the section “Proposal 1—Description of the Merger—Material Tax Consequences of the Merger” beginning on page 41 .

The consequences of the Merger to any particular shareholder will depend on that shareholder’s particular facts and circumstances. Accordingly, you are urged to consult your tax advisor to determine the tax consequences of the Merger to you.

We currently expect to complete the Merger during the [•] quarter of 2017. However, because fulfillment of some of the conditions to completion of the Merger, such as the receipt of required regulatory approvals, is not entirely within our control, we cannot predict the actual timing.

QUESTIONS AND ANSWERS REGARDING
THE SHAREHOLDERS MEETING

Premier Bancshares shareholders are also being asked to approve one or more adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes at the time of the special meeting to approve the Merger Proposal, which we refer to as the “Adjournment Proposal.”

Approval of the Adjournment Proposal will require the affirmative vote of the holders of a majority of the shares of Premier Bancshares common stock represented in person or by proxy at the special meeting. Abstentions and broker non-votes will not affect whether the proposal is approved.

As of the record date for the special meeting, directors and executive officers of Premier Bancshares, together with their affiliates, had sole or shared voting power over approximately [•]% of the Premier Bancshares common stock outstanding and entitled to vote at the special meeting.

If you have instructed a broker to vote your shares, you must follow your broker’s directions to change your vote.

card for each brokerage account in which you hold shares. In addition, if you are a holder of record and your shares of common stock are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive or otherwise follow the voting instructions set forth in this Proxy Statement/Prospectus in the sections entitled “Special Meeting of Premier Bancshares, Inc. Shareholders.”

What Premier Bancshares, Inc. Shareholders Will Receive in the Merger (page 39 )

If the Merger proposal is approved and the Merger is subsequently completed, shareholders of Premier Bancshares will receive aggregate merger consideration equal to $20.637 million. Under the terms of the Merger Agreement, each outstanding share of Premier Bancshares common stock (other than shares owned by First Guaranty or Premier Bancshares, or by shareholders that have asserted and not withdrawn dissenter's rights in accordance with the Texas Business Organizations Code) will be converted into the right to receive (i) an amount in cash equal to $20.637 million, divided by the total number of shares of Premier Bancshares common stock outstanding as of the business day immediately prior to the closing date, multiplied by 50%; and (ii) that number of shares of First Guaranty common stock equal to the exchange ratio. The exchange ratio is obtained by dividing (i) $20.637 million divided by the total number of Premier Bancshares common stock outstanding as of the business day immediately prior to the closing, multiplied by 50%, by (ii) the average closing price. The average closing price means the average of the closing prices of First Guaranty common stock as reported on the NASDAQ Global Market for the 20 consecutive trading days ending on the fifth business day immediately prior to the closing date. Ultimately, Premier Bancshares shareholders will receive 50% First Guaranty common stock and 50% cash. For more information, see “Proposal 1—Description of the Merger—Consideration to be Received in the Merger.”

First Guaranty's common stock is traded on The NASDAQ Global Market under the symbol “FGBI.” On January 30, 2017, the last trading day prior to the announcement of the merger agreement by the board of directors, the last reported sale price of First Guaranty common stock on The NASDAQ Global Market was $23.44. With the aggregate merger consideration of $20.637 million and assuming that the First Guaranty average closing price was equal to $23.44 and the number of shares outstanding for Premier Bancshares is 3,344,980, each Premier Bancshares shareholder would be entitled to receive $3.08 per share in cash and 0.132 shares of First Guaranty common stock per share of Premier Bancshares common stock (which would have an implied value of $3.08 based on that stock price). On [•], 2017, the last practicable date prior to the mailing of this Proxy Statement/Prospectus, the last reported sale price of First Guaranty common stock on The NASDAQ Global Market was $[•]. With the aggregate merger consideration of $20.637 million and assuming that the First Guaranty average closing price was equal to $[•], each Premier Bancshares shareholder would be entitled to receive $3.08 per share in cash and [•] shares of First Guaranty common stock per share of Premier Bancshares common stock (which would have an implied value of $3.08 based on that stock price). We urge you to obtain current stock price quotations for First Guaranty common stock. A table setting forth an illustrative range of the respective cash consideration per share and the exchange ratio at various First Guaranty average closing prices (with the aggregate merger consideration of $20.637 million) can be found on page 39 of this Proxy Statement/Prospectus in the section entitled “Proposal 1—Description of the Merger—Consideration to be Received in the Merger— Merger Consideration Example.” While the aggregate merger consideration of $20.637 million is known, the cash and stock per share merger consideration will not be known until after shareholders of Premier Bancshares have voted on the merger and the board of directors of Premier Bancshares does not intend to resolicit shareholders at any point.

Only whole shares of First Guaranty common stock will be issued in connection with the Merger. Accordingly, Premier Bancshares shareholders will receive cash, without interest, in lieu of any fractional share of First Guaranty common stock they otherwise would be entitled to receive. Fractional shares will be calculated based upon the average of the daily closing sales prices of a share of First Guaranty common stock as reported on the NASDAQ Global Market for the ten consecutive trading days immediately preceding the effective date of the Merger.

Merger Consideration Example

The following table illustrates scenarios for changes to the average closing price of First Guaranty common stock used to determine the exchange ratio, ranging from 40% above to 40% below $24.10 per share, which is the closing price of First Guaranty common stock as of March 24, 2017. The table illustrates the impact on the exchange ratio, cash consideration per share and aggregate merger consideration, depending upon the average closing price of First Guaranty common stock. The following table assumes there are 3,344,980 shares of Premier Bancshares common stock outstanding as of the closing date. The table reflects the aggregate merger

consideration of $20.637 million, with the aggregate stock consideration of approximately $10.32 million and the aggregate cash consideration of approximately $10.32 million. The table also reflects that the merger consideration paid will consist of whole shares of First Guaranty common stock.

The actual consideration received may be different from the amounts set forth above, because the market price for First Guaranty common stock will fluctuate prior to the completion of the Merger.

Market Price and Share Information (page 23 )

The following table shows the closing price per share of First Guaranty common stock and the implied value of the merger consideration payable for each share of Premier Bancshares common stock, giving effect to the Merger, on January 30, 2017, which is the last day on which shares of First Guaranty common stock traded preceding the public announcement of the proposed Merger, and on [•], 2017, the most recent practicable date prior to the mailing of this Proxy Statement/Prospectus. See “Proposal 1—Description of the Merger—Consideration to be Received in the Merger. ”

Recommendation of Premier Bancshares, Inc. Board of Directors (page 32 )

The Premier Bancshares board of directors has unanimously approved the Merger Agreement and the proposed Merger. The Premier Bancshares board believes that the Merger Agreement, including the Merger, is in the best interests of, Premier Bancshares and its shareholders, and therefore unanimously recommends that Premier Bancshares shareholders vote “FOR” the Merger Proposal. In reaching this decision, Premier Bancshares’ board of directors considered a variety of factors, which are described in the section captioned “Proposal 1—Description of the Merger—Premier Bancshares’ Reasons for the Merger” and “Premier Bancshares Board of Directors.”

In addition, the Premier Bancshares board of directors unanimously recommends that Premier Bancshares shareholders vote “FOR” the proposal to adjourn the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes at the time of the special meeting to approve the Merger Proposal.

Opinion of Premier Bancshares, Inc.’s Financial Advisor (page 35 )

In connection with the Merger, the Premier Bancshares board of directors received an opinion, dated January 30, 2017, of Baxter Fentriss & Company (“Baxter”), who acted as financial advisor to Premier Bancshares, as to the fairness, from a financial point of view and as of the date of such opinion, of the merger consideration in the proposed Merger to be received by the holders of Premier Bancshares common stock. We encourage you to read the full text of Baxter’s written opinion, which is included as Appendix C to this Proxy Statement/Prospectus.

Regulatory Matters Relating to the Merger (page 44 )

Under the terms of the Merger Agreement, the Merger cannot be completed unless it is first approved by, or a waiver of such applications is obtained from, the Federal Deposit Insurance Corporation (the “FDIC”), the Louisiana Office of Financial Institutions (the “OFI”), and the Board of Governors of the Federal Reserve System (the “Federal Reserve”). First Guaranty has filed the required applications. As of the date of this Proxy Statement/Prospectus, First Guaranty has received a waiver for filing an application with the Federal Reserve, but no other approvals from the other regulators. While First Guaranty does not know of any reason why it would not obtain the approvals in a timely manner, First Guaranty cannot be certain when or if it will receive the regulatory approvals.

Conditions to Completing the Merger (page 47 )

The completion of the Merger is subject to the fulfillment of a number of conditions, including:

Terminating the Merger Agreement (page 54 )

The Merger Agreement may be terminated by mutual consent of First Guaranty and Premier Bancshares at any time prior to the completion of the Merger. Additionally, subject to conditions and circumstances described in the Merger Agreement, either First Guaranty or Premier Bancshares may terminate the Merger Agreement if, among other things, any of the following occur:

First Guaranty also may terminate the Merger Agreement if Premier Bancshares materially breaches its agreements regarding the solicitation of other acquisition proposals and the submission of the Merger Agreement to shareholders, or if the board of directors of Premier Bancshares does not recommend approval of the Merger Agreement in this Proxy Statement/Prospectus or withdraws, qualifies or modifies its recommendation in a manner adverse to First Guaranty. Premier Bancshares may also terminate the Merger Agreement if it receives a superior proposal from a third party that the Premier Bancshares board of directors determines, after consultation with its legal and financial advisors, it must accept in the exercise of its fiduciary duties to the Premier Bancshares shareholders, and Premier Bancshares has otherwise complied with the terms of the Merger Agreement.

Termination Fee (page 55 )

Under certain circumstances described in the Merger Agreement, in connection with the termination of the Merger Agreement, Premier Bancshares will owe First Guaranty a $500,000 termination fee. Under certain circumstances described in the Merger Agreement, in connection with the termination of the Merger Agreement First Guaranty will owe Premier Bancshares a $500,000 termination fee. See “ Proposal 1—Description of the Merger—Termination Fee ” on page 55 for a list of the circumstances under which a termination fee is payable.

Interests of Certain Persons in the Merger that are Different from Yours (page 45 )

Officers and directors of Premier Bancshares have employment and other compensation agreements or economic interests that give them interests in the Merger that are somewhat different from, or in addition to, their interests as Premier Bancshares shareholders. These interests and agreements include:

The Premier Bancshares board of directors was aware of and considered these interests, among other matters, in evaluating and recommending to the Premier Bancshares shareholders that they approve the Merger Agreement and the Merger. The aggregate amount that each director and executive officer is expected to receive in connection with the Merger, and based on the assumptions therein, is set forth in “Proposal I—Description of the Merger— Interests of Certain Persons in the Merger that are Different from Yours.”

Accounting Treatment of the Merger (page 41 )

The Merger will be accounted for using the acquisition method in accordance with U.S. generally accepted accounting principles.

Comparison of Rights of Shareholders (page 59 )

When the Merger is completed, Premier Bancshares shareholders will receive shares of First Guaranty common stock and become First Guaranty shareholders with their rights governed by Louisiana law and by First Guaranty’s articles of incorporation and bylaws. The rights of Premier Bancshares shareholders will change as a result of the Merger due to differences in First Guaranty’s and Premier Bancshares’ governing documents, as well as differences between Louisiana and Texas law. See “ Comparison of Rights of Shareholders ” for a summary of the material differences between the respective rights of Premier Bancshares shareholders and First Guaranty shareholders.

Dissenters’ Rights (page 26 )

Under Texas law, Premier Bancshares shareholders who deliver a written demand for payment of the fair cash value of their shares of Premier Bancshares common stock prior to the Premier Bancshares special meeting and who vote against the Merger Proposal at the special meeting will be entitled, if and when the Merger is completed, to receive the fair cash value of their shares. Shareholders’ right to make this demand and receive the fair value of their shares in cash is known as “dissenters’ rights.” Dissenters’ rights are contingent upon strict compliance with the procedures with the procedures set forth in Chapter 10, Subchapter H of the Texas Business Organizations Code (Sections 10.351-10.358).

For additional information regarding dissenters’ rights, see “Dissenters’ Rights” and the complete text of Sections 10.351-10.358 of the Texas Business Organizations Code attached to this Proxy Statement/Prospectus as Appendix B. If Premier Bancshares shareholders should have any questions regarding dissenters’ rights, such shareholders should consult with their own legal advisers. See “Dissenters’ Rights” on page 26 .

Material Tax Consequences of the Merger (page 41 )

First Guaranty and Premier Bancshares have each received a legal opinion that the Merger will qualify as a tax-free reorganization within the meaning of Section 368(a) of the Internal Revenue Code. Subject to the limitations and qualifications described in the section entitled “Material U.S. Federal Income Tax Consequences of the Merger,” if you are a U.S. holder of Premier Bancshares common stock, you will recognize gain (but not loss) in an amount equal to the lesser of (1) the amount by which the sum of the fair market value of the First Guaranty common stock and cash you receive exceeds your tax basis in your Premier Bancshares common stock, and (2) the amount of cash you receive (in each case excluding any cash received instead of fractional shares of Premier Bancshares common stock).

This tax treatment may not apply to all Premier Bancshares shareholders. Determining the actual tax consequences of the Merger to Premier Bancshares shareholders can be complicated. Premier Bancshares shareholders should consult their own tax advisor for a full understanding of the Merger’s tax consequences that are particular to each shareholder.

To review the tax consequences of the Merger to Premier Bancshares shareholders in greater detail, please see the section “ Proposal 1—Description of the Merger—Material Tax Consequences of the Merger. ”

Risk Factors (page 12 )

You should consider all the information contained in or incorporated by reference into this Proxy Statement/Prospectus in deciding how to vote for the proposals presented in the Proxy Statement/Prospectus. In particular, you should consider the factors described under “Risk Factors.”

The pursuit of the Merger and the preparation for the integration may place a significant burden on management and internal resources. Any significant diversion of management attention away from ongoing business and any difficulties encountered in the transition and integration process could affect Premier Bancshares’ financial results. In addition, the Merger Agreement requires that Premier Bancshares operate in the usual, regular and ordinary course of business and restricts Premier Bancshares from taking certain actions prior to the effective time of the Merger or termination of the Merger Agreement without First Guaranty’s consent in writing. These restrictions may prevent Premier Bancshares from pursuing attractive business opportunities that may arise prior to the completion of the Merger.

Failure to complete the Merger could negatively impact the future business and financial results of Premier Bancshares.

Premier Bancshares has already incurred substantial expenses in connection with the Merger. If the Merger is not completed, the ongoing business of Premier Bancshares may be adversely affected and Premier Bancshares will be subject to several risks, including the following:

In addition, if the Merger is not completed, Premier Bancshares may experience negative reactions from the financial markets and from its customers and employees. Premier Bancshares also could be subject to litigation related to any failure to complete the Merger or to enforcement proceedings to perform their respective obligations under the Merger Agreement. If the Merger is not completed, some or all of the risks described above may materialize and may materially affect Premier Bancshares’ business, financial results and stock price.

First Guaranty may be unable to successfully integrate Premier Bancshares’ operations or otherwise realize the expected benefits from the Merger, which would adversely affect First Guaranty’s results of operations and financial condition.

The Merger involves the integration of two companies that have previously operated independently. The difficulties of combining the operations of the two companies include:

The process of integrating operations could cause an interruption of, or loss of momentum in, the activities of the business and the loss of key personnel. The integration of the two companies will require the experience and expertise of certain key employees of Premier Bancshares who are expected to be retained by First Guaranty. First Guaranty may not be successful in retaining these employees for the time period necessary to successfully integrate Premier Bancshares’ operations with those of First Guaranty. The diversion of management’s attention and any delay or difficulty encountered in connection with the Merger and the integration of the two companies’ operations could have an adverse effect on the business and results of operations of First Guaranty following the Merger.

The success of the Merger will depend, in part, on First Guaranty’s ability to realize the anticipated benefits and cost savings from combining the business of Premier Bancshares with First Guaranty. If First Guaranty is unable to successfully integrate Premier Bancshares, the anticipated benefits and cost savings of the Merger may

not be realized fully or may take longer to realize than expected. For example, First Guaranty may fail to realize the anticipated increase in earnings and cost savings anticipated to be derived from the Merger. In addition, as with regard to any merger, a significant decline in asset valuations or cash flows may also cause First Guaranty not to realize expected benefits.

The termination fee and the restrictions on solicitation contained in the Merger Agreement may discourage other companies from trying to acquire Premier Bancshares.

Until the completion of the Merger, with some exceptions, Premier Bancshares is prohibited from soliciting, initiating, knowingly encouraging or participating in any discussion of or otherwise considering any inquiry or proposal that may lead to an acquisition proposal, such as a merger or other business combination transaction, with any person other than First Guaranty. In addition, Premier Bancshares has agreed to pay a $500,000 termination fee to First Guaranty in specified circumstances. These provisions could discourage other companies that may have an interest in acquiring Premier Bancshares from considering or proposing such an acquisition even though those other companies might be willing to offer greater value to Premier Bancshares’ shareholders than First Guaranty has offered in the Merger. The payment of the termination fee could also have a material adverse effect on Premier Bancshares’ financial condition.

Certain of Premier Bancshares’ officers and directors have interests that are different from, or in addition to, interests of Premier Bancshares shareholders generally.

You should be aware that the directors and officers of Premier Bancshares have interests in the Merger that are different from, or in addition to, the interests of Premier Bancshares shareholders generally. These interests include a cash payment in exchange for the officers’ and directors’ outstanding Premier Bancshares stock options, to the extent the options are in-the-money, continued employment for certain executive officers, the payment of severance to an executive officer pursuant to a pay-out agreement entered into with Premier Bancshares, Synergy Bank and First Guaranty, and rights of officers and directors of Premier Bancshares and its affiliate related to indemnification coverage and continued coverage under directors’ and officers’ liability and cyber security insurance policies. For a more detailed discussion of these interests, see “Proposal 1—Description of the Merger—Interests of Certain Persons in the Merger that are Different from Yours.”

Premier Bancshares shareholders will have a reduced ownership and voting interest after the Merger and will exercise less influence over management of the combined organization.

Premier Bancshares shareholders currently have the right to vote in the election of the Premier Bancshares board of directors and on various other matters affecting Premier Bancshares. Upon the completion of the Merger, each Premier Bancshares shareholder will become a shareholder of First Guaranty with a percentage ownership of the combined organization that is significantly smaller than the shareholder’s percentage ownership of Premier Bancshares. It is expected that the former shareholders of Premier Bancshares as a group will receive shares in the Merger constituting approximately [•]% of the outstanding shares of First Guaranty common stock immediately after the Merger (based on First Guaranty's closing stock price prior to the mailing of this Proxy Statement/Prospectus), representing less than a majority of the ownership and voting power of First Guaranty. As a result, Premier Bancshares shareholders will have significantly less influence on the management and policies of First Guaranty than they now have on the management and policies of Premier Bancshares.

The shares of First Guaranty common stock to be received by Premier Bancshares shareholders as a result of the Merger will have different rights from shares of Premier Bancshares common stock.

Following completion of the Merger, Premier Bancshares shareholders will no longer be shareholders of Premier Bancshares but will instead be shareholders of First Guaranty. There will be important differences between the current rights of Premier Bancshares shareholders and the rights of First Guaranty shareholders that may be important to Premier Bancshares shareholders. See “Comparison of Rights of Shareholders” beginning on page 59 for a discussion of the different rights associated with First Guaranty common stock and Premier Bancshares common stock.

The fairness opinion received by Premier Bancshares’ board of directors from Premier Bancshares’ financial advisor does not reflect changes in circumstances subsequent to the date of the fairness opinion.

Baxter, Premier Bancshares’ financial advisor in connection with the Merger, delivered to the board of directors of Premier Bancshares an opinion dated January 30, 2017. The opinion does not speak as of the time the Merger will be completed or any date other than the date of such opinion. The opinion does not reflect

changes that may occur or may have occurred after the date of the opinion, including changes to the operations and prospects of First Guaranty or Premier Bancshares, changes in general market and economic conditions or regulatory or other factors. Any such changes may materially alter or affect the relative values of First Guaranty and Premier Bancshares.

There is no assurance when or even if the Merger will be completed.

Completion of the Merger is subject to satisfaction or waiver of a number of conditions. See “Proposal 1 —Description of the Merger—Conditions to Completing the Merger” on page 47 . There can be no assurance that First Guaranty and Premier Bancshares will be able to satisfy the closing conditions or that closing conditions beyond their control will be satisfied or waived.

First Guaranty and Premier Bancshares can agree at any time to terminate the Merger Agreement, even if Premier Bancshares shareholders have already voted to approve the Merger Agreement. First Guaranty and Premier Bancshares can also terminate the Merger Agreement under other specified circumstances.

Regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated.

Before the Merger may be completed, various approvals and consents must be obtained from regulatory entities. These regulators may impose conditions on the completion of the Merger or require changes to the terms of the Merger. Any such conditions or changes could have the effect of delaying completion of the Merger or imposing additional costs on or limiting the revenues of First Guaranty following the Merger.

Either First Guaranty or Premier Bancshares may terminate the Merger Agreement if the Merger has not been completed by September 30, 2017, unless the failure of the Merger to be completed has resulted from the failure of the party seeking to terminate the Merger Agreement to perform its obligations under the Merger Agreement.

Goodwill incurred in the Merger may negatively affect First Guaranty’s financial condition.

To the extent that the merger consideration, consisting of cash plus the number of shares of First Guaranty common stock to be issued in the Merger, exceeds the fair value of the net assets, including identifiable intangibles of Premier Bancshares, that amount will be reported as goodwill by First Guaranty. In accordance with current accounting guidance, goodwill will not be amortized but will be evaluated for impairment annually. A failure to realize expected benefits of the Merger could adversely impact the carrying value of the goodwill recognized in the Merger, and in turn negatively affect First Guaranty’s financial condition.

The price of First Guaranty common stock might decrease after the Merger.

Upon completion of the Merger, holders of Premier Bancshares common stock will become shareholders of First Guaranty. First Guaranty common stock could decline in value after the Merger. For example, during the twelve-month period ending on [•] (the most recent practicable date before the printing of this Proxy Statement/Prospectus), the closing price of First Guaranty common stock varied from a low of $[•] to a high of $[•] and ended that period at $[•]. The market value of First Guaranty common stock fluctuates based upon general market conditions, First Guaranty’s business and prospects and other factors. Further, the market price of First Guaranty common stock after the Merger may be affected by factors different from those currently affecting the common stock of First Guaranty or Premier Bancshares. The businesses of Premier Bancshares and First Guaranty differ and, accordingly, the results of operations of the combined company and the market price of the combined company’s shares of common stock may be affected by factors different from those currently affecting the independent results of operations and market prices of common stock of each of Premier Bancshares and First Guaranty. For a discussion of the businesses of Premier Bancshares and First Guaranty and of certain factors to consider in connection with those businesses, see the documents incorporated by reference in this Proxy Statement/Prospectus and referred to under “ Where You Can Find More Information ” beginning on page 66 .

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

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

COMPARATIVE PRO FORMA PER SHARE DATA

The following table summarizes selected share and per share information about First Guaranty and Premier Bancshares giving effect to the Merger (which is referred to as “pro forma” information). The data in the table should be read together with the financial information and the financial statements of First Guaranty incorporated by reference to this Proxy Statement/Prospectus. The pro forma information is presented as an illustration only. The data does not necessarily indicate the combined financial position per share or combined results of operations per share that would have been reported if the Merger had occurred when indicated, nor is the data a forecast of the combined financial position or combined results of operations for any future period.

The information about book value per share and shares outstanding assumes that the Merger took place as of the date presented. The information listed as “equivalent pro forma” was obtained by multiplying the pro forma amounts by an exchange ratio of [•], which is the exchange ratio on [•], 2017, based on the average closing price of First Guaranty common stock for the 20 trading days ending [•], 2017 of $[•]. However, as explained in this Proxy Statement/Prospectus, the exchange ratio may go up or down as the market price of First Guaranty common stock changes.

We expect that First Guaranty and Premier Bancshares will incur merger and integration charges as a result of combining First Guaranty and Premier Bancshares. We also anticipate that the merger will provide the combined company with financial benefits that include reduced operating expenses and the opportunity to earn more revenue. The pro forma information, while helpful in illustrating the financial characteristics of the combined company under one set of assumptions, does not reflect these expenses or benefits and, accordingly, does not attempt to predict or suggest future results. It also does not necessarily reflect what the historical results of the combined company would have actually been had First Guaranty and Premier Bancshares been combined as of the date or for the year presented.

SPECIAL MEETING OF PREMIER BANCSHARES, INC. SHAREHOLDERS

Date, Place, Time and Purpose

Premier Bancshares’ board of directors is sending you this document to request that you allow your shares of Premier Bancshares to be represented at the special meeting by the persons named in the enclosed proxy card. At the special meeting, the Premier Bancshares board of directors will ask you to vote on a proposal to approve the Merger Agreement. You may also be asked to vote to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes at the time of the special meeting to approve the Merger Agreement and the Merger. The special meeting will be held at [Meeting Location] at                  .m., Central Time, on [Meeting Date].

Who Can Vote at the Meeting

You are entitled to vote if the records of Premier Bancshares show that you held shares of Premier Bancshares common stock as of the close of business on [Record Date]. As of the close of business on that date, a total of [•] shares of Premier Bancshares common stock were outstanding. Each share of common stock has one vote. If you are a beneficial owner of shares of Premier Bancshares common stock held by a broker, bank or other nominee ( i.e. , in “street name”) and you want to vote your shares in person at the meeting, you will have to get a written proxy in your name from the broker, bank or other nominee who holds your shares.

Quorum; Vote Required

The special meeting will conduct business only if the holders of at least a majority of the outstanding shares of Premier Bancshares common stock are represented in person or by proxy at the meeting. If you return valid proxy instructions or attend the meeting in person, your shares will be counted for purposes of determining whether there is a quorum, even if you abstain from voting. Broker non-votes also will be counted for purposes of determining the existence of a quorum. A broker non-vote occurs when a broker, bank or other nominee holding shares of Premier Bancshares common stock for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received voting instructions from the beneficial owner.

Proposal 1: Approval and Adoption of the Merger Agreement. Approval and adoption of the Merger Agreement will require the affirmative vote of the holders of two-thirds of the outstanding shares of Premier Bancshares common stock entitled to vote on the proposal. Abstentions and broker non-votes will have the same effect as shares voted against the Merger Agreement and the Merger. Failure to return a properly executed proxy card or to vote in person will have the same effect as a vote against the Merger Agreement and the Merger.

Proposal 2: Adjourn the special meeting, if necessary or appropriate, including an adjournment to permit further solicitation of proxies in favor of the Merger Agreement. Approval of the Adjournment Proposal will require the affirmative vote of the holders of a majority of the shares of Premier Bancshares common stock represented in person or by proxy at the special meeting. Abstentions will have the same effect as shares voted against the Adjournment Proposal, but broker non-votes will not affect whether the proposal is approved.

Shares Held by Premier Bancshares Officers and Directors and by First Guaranty

As of [Record Date], directors and executive officers of Premier Bancshares beneficially owned [•] shares of Premier Bancshares common stock, not including shares that may be acquired upon the exercise of stock options. This equals [•]% of the outstanding shares of Premier Bancshares common stock. As of the same date, First Guaranty and its subsidiaries and its directors and executive officers own           shares, or     % of Premier Bancshares common stock.

Voting and Revocability of Proxies

You may vote in person at the special meeting or by proxy. To ensure your representation at the special meeting, Premier Bancshares recommends that you vote by proxy even if you plan to attend the special meeting. You can always change your vote at the special meeting.

Premier Bancshares shareholders whose shares are held in “street name” by their broker, bank or other nominee must follow the instructions provided by their broker, bank or other nominee to vote their shares. Your broker or bank may allow you to deliver your voting instructions via the telephone or the Internet.

Voting instructions are included on your proxy form. If you properly complete and timely submit your proxy, your shares will be voted as you have directed. You may vote for, against, or abstain with respect to the approval of the Merger Agreement and the Adjournment Proposal. If you are the record holder of your shares of Premier Bancshares common stock and submit your proxy without specifying a voting instruction, your shares of Premier Bancshares common stock will be voted “FOR” the proposal to approve and adopt the Merger Agreement and “FOR” the proposal to adjourn the special meeting, if necessary or appropriate, including an adjournment to permit further solicitation of proxies in favor of the Merger Agreement and the Merger. Premier Bancshares’ board of directors recommends a vote “FOR” approval and adoption of the Merger Agreement and “FOR” approval of the proposal to adjourn the special meeting, if necessary or appropriate, including an adjournment to permit further solicitation of proxies in favor of the Merger Agreement.

You may revoke your proxy before it is voted by:

Attendance at the special meeting will not, in and of itself, constitute a revocation of a proxy. All written notices of revocation and other communication with respect to the revocation of proxies should be addressed to:

Premier Bancshares, Inc.
8951 Synergy Drive
McKinney, Texas 75070
Attention: Douglas Sanders

If any matters not described in this document are properly presented at the special meeting, the persons named in the proxy card will use their own judgment to determine how to vote your shares. Premier Bancshares does not know of any other matters to be presented at the meeting.

Solicitation of Proxies

Premier Bancshares will pay for this proxy solicitation. In addition to soliciting proxies by mail,                 , a proxy solicitation firm, will assist Premier Bancshares in soliciting proxies for the special meeting. Premier Bancshares will pay $     , plus expenses, for these services. Premier Bancshares will, upon request, reimburse brokers, banks and other nominees for their expenses in sending proxy materials to their customers who are beneficial owners and obtaining their voting instructions. Additionally, directors, officers and employees of Premier Bancshares may solicit proxies personally and by telephone. None of these persons will receive additional or special compensation for soliciting proxies.

DISSENTERS’ RIGHTS

General

If you hold one or more shares of Premier Bancshares common stock, you are entitled to dissenters’ rights under Texas law and have the right to dissent from the Merger and have the appraised fair value of your shares of Premier Bancshares common stock paid to you in cash. The appraised fair value may be more or less than the value of the consideration you would receive under the Merger Agreement. If you are contemplating exercising your right to dissent, we urge you to read carefully the provisions of Chapter 10, Subchapter H of the Texas Business Organizations Code (§§ 10.351-10.368), which are attached to this Proxy Statement/Prospectus as Appendix B, and to consult with your legal counsel before electing or attempting to exercise these rights. The following discussion describes the steps you must take if you want to exercise your right to dissent. You should read this summary and the full text of the law carefully.

How to Exercise and Perfect Your Right to Dissent

To be eligible to exercise your right to dissent to the Merger:

If you intend to dissent from the Merger, you should send your written objection to, prior to the special meeting, to Premier Bancshares at the following address:

Premier Bancshares, Inc.
8951 Synergy Drive
McKinney, Texas 75070
Attention: President and Corporate Secretary

If you fail to vote your shares of Premier Bancshares common stock at the special meeting against the approval of the Merger Agreement, you will lose your right to dissent from the Merger. You will instead receive shares of First Guaranty common stock and cash as described in the Merger Agreement. If you comply with the first two items above and the Merger is completed, First Guaranty will send you a written notice advising you that the Merger has been completed. First Guaranty must deliver this notice to you within ten days after the Merger is completed.

Your Demand for Payment

If you wish to receive the fair value of your shares of Premier Bancshares common stock in cash, you must, within 20 days of the date the notice of consummation of the Merger was delivered or mailed to you by First Guaranty, send a written demand to First Guaranty for payment of the fair value of your shares of Premier

Bancshares common stock. The fair value of your shares of Premier Bancshares common stock will be the value of the shares on the day immediately preceding the Merger, excluding any appreciation or depreciation in anticipation of the Merger. Your written demand and any notice addressed to First Guaranty must be sent to:

First Guaranty Bancshares, Inc.
400 East Thomas Street
Hammond, Louisiana 70401
Attention: President and Corporate Secretary

Your written demand must state how many shares of Premier Bancshares common stock you own and your estimate of the fair value of your shares of Premier Bancshares common stock. If you fail to send this written demand to First Guaranty within 20 days of First Guaranty’s delivery or mailing of notice that the Merger is completed, you will be bound by the Merger and you will not be entitled to receive a cash payment representing the fair value of your shares of Premier Bancshares common stock. Instead, you will receive shares of First Guaranty common stock and cash as described in the Merger Agreement.

In addition, not later than the 20th day after the date on which you make written demand for payment, you must submit to First Guaranty your certificates representing Premier Bancshares common stock to which the demand relates for purposes of making a notation on the certificates that a demand for the payment of the fair value of your shares of Premier Bancshares common stock has been made. If you fail to submit your certificates within the required period, it will have the effect of terminating, at the option of First Guaranty, your right to dissent and appraisal unless a court, for good cause shown, directs otherwise.

First Guaranty’s Actions upon Receipt of Your Demand for Payment

Within 20 days after First Guaranty receives your demand for payment and your estimate of the fair value of your shares of Premier Bancshares common stock, First Guaranty must send you written notice stating whether it accepts your estimate of the fair value of your shares claimed in the demand or rejects the demand.

If First Guaranty accepts your estimate, First Guaranty will notify you that it will pay the amount of your estimated fair value within 90 days of the Merger being completed. First Guaranty will make this payment to you only if you have surrendered the certificates representing your shares of Premier Bancshares common stock, duly endorsed for transfer, to First Guaranty.

If First Guaranty does not accept your estimate, First Guaranty will notify you of this fact and will make an offer of an alternative estimate of the fair value of your shares that it is willing to pay you. You will have 90 days from the date of the completion of the Merger to accept or decline First Guaranty’s offer. If you accept the offer, First Guaranty must pay the agreed amount within 120 days of the Merger being completed, but only if you have surrendered the certificates representing your shares of Premier Bancshares common stock, duly endorsed for transfer, to First Guaranty.

Payment of the Fair Value of Your Shares of Premier Bancshares Common Stock upon Agreement of an Estimate

If you and First Guaranty reach an agreement on the fair value of your shares of Premier Bancshares common stock within 90 days after the Merger is completed, First Guaranty must pay you the agreed amount within 120 days after the Merger is completed, but only if you have surrendered the share certificates representing your shares of Premier Bancshares common stock, duly endorsed for transfer, to First Guaranty.

The appraisers will determine the fair value of your shares and will report this value to the court. The court will consider the report, and both you and First Guaranty may object to all or part of the appraisal report. The court will determine the fair value of your shares and direct First Guaranty to pay that amount, plus interest accruing from the 91st day after the Merger is completed until the date of the court’s judgment. First Guaranty must pay the amount of the judgment to you immediately after you surrender to First Guaranty the certificates representing your shares of Premier Bancshares common stock, duly endorsed for transfer, to First Guaranty.

Rights as a Shareholder

If you have demanded payment for your Premier Bancshares common stock pursuant to the procedures described above, you will not thereafter be entitled to vote or exercise any other rights as a Premier Bancshares shareholder except the right to receive payment for your shares as described above and the right to bring an appropriate action to obtain relief on the ground that the Merger would be or was fraudulent. In the absence of fraud, your right to dissent and receive payment of the fair value of your shares of Premier Bancshares common stock under the dissenters’ rights provisions described herein is the exclusive remedy for the recovery of the value of your shares or money damages with respect to the Merger.

Withdrawal of Demand

If you have made a written demand to First Guaranty for payment of the fair value of your shares of Premier Bancshares common stock, you may withdraw such demand at any time before payment for your shares has been made or before a petition has been filed with a court for determination of the fair value of your shares.

Termination of Right to Dissent

If you do not perfect your dissenters’ rights, withdraw your demand, or are otherwise unsuccessful in asserting your dissenters’ rights, your right to be paid the fair value of your shares of Premier Bancshares common stock in cash will cease and you will be entitled to receive the same consideration received by other Premier Bancshares shareholders in the Merger. Your status as a shareholder will be restored and you will be entitled to receive any dividends or distributions made after the date of your payment demand.

Beginning in 2015, Synergy Bank’s management advised the Premier Bancshares and the Synergy Bank board of directors that Synergy Bank’s limited capital structure was soon going to effectively restrict Synergy Bank’s ability to continue its program of funding government-insured loans. Likewise, Synergy Bank’s limited capital would restrict its ability to continue its efforts to expand originating its conventional real estate and commercial loans.

As in prior years, the Board of Premier Bancshares reviewed and discussed Premier Bancshares’ financial performance, market, operating and regulatory risks, opportunities for organic and product growth and strategies to maximize stockholder value. The Premier Bancshares Board considered the viability of raising additional capital, but concluded that it would be extremely difficult to raise sufficient capital based upon Synergy Bank's recent history. The Board also considered the possibility of a sale of Synergy Bank or a merger with a larger institution as an alternative.

Premier Bancshares’ board of directors considered all of its strategic options and determined that it should evaluate the possibility of a sale of Premier Bancshares. After this determination, the Premier Bancshares’ Board engaged Baxter Fentriss and Company (“Baxter”), an investment banking firm, to advise it on its options and to assist it in identifying and evaluating potential merger partners. Early in this process First Guaranty was identified as a banking institution that would potentially have an interest in expanding into the Texas market, and as such, might be interested in acquiring or merging with Premier Bancshares. Premier Bancshares also had some preliminary discussions with three other banks, but such discussions never progressed to serious consideration of a merger transaction.

After initial contacts were made, a meeting was held in July 2016 where representatives of Premier Bancshares traveled to Hammond, Louisiana to meet with representatives of First Guaranty to gauge the level of interest of each party in a possible merger and to determine if the level of interest justified further discussions.

In August 2016, representatives of First Guaranty traveled to McKinney, Texas to meet with representatives of Premier Bancshares for further discussions on a potential transaction. Although the parties expressed a mutual interest in exploring a merger, the August 2016 meeting with First Guaranty did not result in an initial offer.

Following the meetings with First Guaranty, in the fall of 2016, the Board of Premier Bancshares was contacted by a group of individuals with substantial banking experience (the “Investor Group”) who expressed an interest in purchasing Synergy Bank. The Investor Group stated its intention was to raise sufficient funds in order to purchase Synergy Bank, as well as substantially increase Synergy Bank’s capital.

Following extensive discussion and after considering the proposed terms and conditions of the transaction documents, the Board of Premier Bancshares concluded it would be in stockholders' best interest to proceed with the proposed sale to the Investor Group. To permit the Investor Group to conduct their due diligence and determine whether they would proceed to a purchase of Premier Bancshares, Premier Bancshares and the Investor Group executed a Letter of Intent (“LOI”). The Investor Group and Premier Bancshares then began negotiating the terms of the definitive agreement.

On September 19, 2016, during the time that Premier Bancshares was under the LOI with the Investor Group, Baxter was contacted by representatives of First Guaranty, expressing an interest in a possible merger between Premier Bancshares and First Guaranty. However, because the terms of the LOI with the Investor Group precluded any negotiations with other interested parties, Premier Bancshares was required to advise First Guaranty that it could not consider the proposed merger at that time.

In November 2016, the Investor Group informed the Premier Bancshares Board that they would not be able to raise sufficient funds to permit them to proceed with the purchase of Synergy Bank within the time period agreed to in the LOI. Accordingly, the LOI with the Investor Group was terminated.

After the LOI was terminated, in November 2016, the Premier Bancshares Board directed Baxter to contact First Guaranty and inform them that Premier Bancshares was interested in exploring a possible merger with First Guaranty. Baxter contacted First Guaranty to determine its interest in a possible merger.

First Guaranty has historically grown both organically and through strategic acquisitions. First Guaranty has acquired and successfully integrated two whole bank acquisitions in the last 10 years, and in so doing, has significantly expanded its Louisiana banking franchise. In November 2015, First Guaranty completed its public offering of common stock, resulting in approximately $9.3 million in net proceeds and listed its shares of

common stock on the Nasdaq Stock Market. Consistent with its acquisition strategy and recently completed public stock offering, in 2015, First Guaranty’s board of directors continued to discuss and analyze market conditions, the mergers and acquisitions market and potential opportunities for growth, with its senior management. These continued discussions included a review of the operating results, business franchise and financial characteristics of a number of community banks, including Premier Bancshares.

On November 18, 2016, Premier Bancshares received a letter from First Guaranty (the “indication of interest”), which provided for the acquisition of Premier Bancshares for book value at closing based on the book value of First Guaranty at closing in a 50% cash and 50% stock transaction. This indication of interest also provided, among other things, indemnification for directors and officers, employee retention and time frames for the Merger. Premier Bancshares accepted the indication of interest.

Beginning November 28 through December 1, 2016, First Guaranty conducted due diligence on Premier Bancshares, including on-site due diligence of Synergy Bank’s loan portfolio, branch locations and other matters as well as interviews of Premier Bancshares’ senior management.

Premier Bancshares invited representatives of First Guaranty to meet with the Board of Premier Bancshares to discuss a potential transaction between Premier Bancshares and First Guaranty. On December 22, 2016, at a special meeting of the Board of Premier Bancshares, Mr. Lewis was introduced to the Board and informed the Board about First Guaranty Bank and its activities. Mr. Lewis confirmed First Guaranty’s interest in pursuing a merger with Premier Bancshares.

Following the presentation by Mr. Lewis, the Premier Bancshares board of directors had extensive discussion of the terms of First Guaranty’s proposal and unanimously voted to proceed with merger discussions. Additionally, the Board appointed a committee to negotiate the terms of the anticipated Merger Agreement (the “Merger Committee”). The Merger Committee was composed of the following persons: Joe Williams, Chairman of the Premier Bancshares Board and its President; Bruce McAnally, Premier Bancshares Director and Chairman of the Synergy Bank Board; J. Douglas Sanders, Premier Bancshares Director and President and Chief Executive Officer of Synergy Bank; Charles Baggs, Secretary to the Premier Bancshares Board and Chief Financial Officer of Synergy Bank; and Jeff Bachus, Executive Vice President and Chief Lending Officer of Synergy Bank.

On December 27, 2016, Luse Gorman, PC (“Luse Gorman”), outside counsel for First Guaranty, sent Whitaker Chalk Swindle & Schwartz PLLC (“Whitaker”), outside counsel for Premier Bancshares, the initial draft of a definitive merger agreement for the transaction. Between December 27, 2016 and January 30, 2017, Luse Gorman exchanged proposed revisions to the draft definitive agreement with Whitaker based on input and comments received from First Guaranty's senior management and Premier Bancshares' senior management and the Merger Committee. Whitaker worked with Luse Gorman towards finalizing a draft merger agreement. The revisions focused on, among other things, adjustments to the merger consideration, certain negative covenants, the termination fee and the employment contracts/arrangements for senior officers of Synergy Bank.

A special meeting of the Board of Premier Bancshares was called for January 3, 2017 to review and consider the terms and conditions of the draft definitive Merger Agreement. The meeting began with a summary by Messrs. Williams and Sanders of the history of the negotiations and discussions with First Guaranty. Whitaker then reviewed the terms and conditions of the proposed definitive Merger Agreement with First Guaranty. Following extensive discussion and after considering the proposed terms and conditions of the transaction documents, and taking into consideration the factors described under “ — Premier Bancshares’ Reasons for the Merger” the board of directors, having determined that the terms of the proposed Merger Agreement and the transactions contemplated thereby, including the Merger, were advisable to and in the best interests of Premier Bancshares and its stockholders, unanimously approved the Merger Agreement. The Board authorized Mr. Sanders to execute and deliver the Merger Agreement on behalf of Premier Bancshares, and further authorized him, with the assistance of counsel, to make such changes to the definitive Merger Agreement, provided that any such changes do not materially affect the significant terms of the Merger Agreement. The Board also unanimously recommended that stockholders vote in favor of the approval of the Merger Agreement and the transactions contemplated thereby, including the Merger.

On January 30, 2017, the Board of Directors of First Guaranty held a special meeting and approved the Merger Agreement.

On January 30, 2017, at a special meeting of the Board of Premier Bancshares, a revised draft of the Merger Agreement was presented for review. Following extensive discussion and after considering the revised terms and conditions of the transaction documents, the Board unanimously voted to approve the revised Merger Agreement. Also on this date, Baxter rendered to the Board its opinion to the effect that, as of such date and subject to the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by Baxter as set forth in its opinion, the merger consideration in the proposed Merger was fair, from a financial point of view, to the holders of Premier Bancshares common stock, as more fully described under “— Opinion of Premier Bancshares’ Financial Advisor.”

The Merger Agreement between Premier Bancshares and First Guaranty was executed by the parties on January 30, 2017.

The transaction was announced on the evening of January 30, 2017 by a press release issued jointly by Premier Bancshares and First Guaranty.

Premier Bancshares’ Reasons for the Merger

In determining that the Merger and the Merger Agreement were fair to and in the best interest of Premier Bancshares and its shareholders, in authorizing and approving the Merger, in adopting the Merger Agreement and in recommending that Premier Bancshares shareholders vote for approval of the Merger Agreement, Premier Bancshares’ board of directors consulted with members of Premier Bancshares’ management, and with Baxter, and also considered a number of factors that the Premier Bancshares board of directors viewed as relevant to its decisions, including, without limitation, the following:

superior proposal if certain requirements are met, in each case subject to the payment of a termination fee by Premier Bancshares of $500,000, the amount of which was negotiated at arm’s-length and was determined by the Premier Bancshares board of directors to be reasonable; and

The Premier Bancshares board of directors also considered a number of potential risks and uncertainties in connection with its consideration of the proposed Merger, including, without limitation, the following:

This discussion of the information and factors considered by Premier Bancshares’ board of directors in reaching its conclusions and recommendation includes the factors identified above, but is not intended to be exhaustive and may not include all of the factors considered by the Premier Bancshares board of directors. In view of the wide variety of factors considered in connection with its evaluation of the Merger and the other transactions contemplated by the Merger Agreement, and the complexity of these matters, the Premier Bancshares board of directors did not find it useful and did not attempt to quantify, rank or assign any relative or specific weights to the various factors that it considered in reaching its determination to approve the Merger and the other transactions contemplated by the Merger Agreement, and to make its recommendation to Premier Bancshares shareholders. Rather, the Premier Bancshares board of directors viewed its decisions as being based on the totality of the information presented to it and the factors it considered, including its discussions with and questioning of members of Premier Bancshares’ management and outside legal and financial advisors. In addition, individual members of the Premier Bancshares board of directors may have assigned different weights to different factors.

Certain of Premier Bancshares’ directors and executive officers have financial interests in the Merger that are different from, or in addition to, those of Premier Bancshares’ shareholders generally. The Premier Bancshares board of directors was aware of and considered these potential interests, among other matters, in evaluating the Merger and in making its recommendation to Premier Bancshares shareholders. For a discussion of these interests, see “—Interests of Certain Persons in the Merger that are Different from Yours.”

Recommendation of the Premier Bancshares Board of Directors