Business First (NASDAQ: BFST) completes $85M Tier 2 subordinated note financing

Rhea-AI Filing Summary

Business First Bancshares, Inc. completed a private placement of $85.0 million of 6.50% fixed-to-floating rate subordinated notes due 2036 to qualified institutional and accredited investors. The notes are unsecured, subordinated obligations structured to qualify as Tier 2 capital for regulatory purposes.

The notes bear a fixed interest rate of 6.50% per year from April 2, 2026 through March 30, 2031, then reset quarterly to three-month SOFR plus 300 basis points until maturity or earlier redemption. The company plans to use the proceeds to redeem $66.93 million of outstanding subordinated notes, bolster capital at b1BANK, support growth and strategic opportunities, repay other borrowings, and for general corporate purposes.

Insights

Bank capital and funding analyst

Business First refinances sub debt and boosts regulatory capital.

Business First Bancshares issued $85.0 million of 6.50% subordinated notes due 2036, structured as Tier 2 capital. A large portion will redeem $66.93 million of existing subordinated notes, with remaining proceeds supporting b1BANK’s capital, growth, and general corporate needs.

The notes carry a fixed 6.50% coupon until March 30, 2031, then convert to a floating rate at three-month SOFR plus 300 basis points, which shifts interest cost with market rates. Optional redemption after the fifth anniversary gives the company flexibility if future funding becomes cheaper.

For investors, this transaction modestly extends the company’s capital stack and refreshes its subordinated debt profile without equity dilution. The impact on overall funding cost and capital ratios will depend on the terms of the redeemed notes and how quickly the remaining proceeds are deployed.

8-K Event Classification

4 items: 1.01, 2.03, 7.01, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Subordinated notes issued: $85.0 million Initial coupon rate: 6.50% per annum Floating-rate spread: three-month SOFR + 300 bps +5 more

8 metrics

Subordinated notes issued $85.0 million Aggregate principal amount of new notes due 2036

Initial coupon rate 6.50% per annum Fixed rate from April 2, 2026 through March 30, 2031

Floating-rate spread three-month SOFR + 300 bps Reset quarterly from March 31, 2031 to maturity or redemption

Existing notes to be redeemed $66.93 million Outstanding subordinated notes targeted with proceeds

Total assets $8.2 billion Business First Bancshares consolidated assets via b1BANK

Assets under management $5.7 billion AUM through Smith Shellnut Wilson, excluding $1.0B of b1BANK assets

Regulatory capital classification Tier 2 capital Treatment of subordinated notes under bank regulatory guidelines

Maturity year 2036 Final maturity of the subordinated notes

Key Terms

subordinated notes, Tier 2 capital, fixed-to-floating rate, three-month SOFR, +2 more

6 terms

subordinated notes financial

"aggregate principal amount of 6.50% fixed-to-floating rate subordinated notes due 2036"

Subordinated notes are loans companies issue that rank below other debts for repayment, meaning holders get paid only after higher-priority creditors if the issuer runs into trouble. Because they act like being farther back in line at a buffet, they usually offer higher interest to compensate for greater risk, so investors watch them for potential higher returns but also increased chance of loss and sensitivity to the issuer’s financial health.

Tier 2 capital financial

"The Notes have been structured to qualify as Tier 2 capital under bank regulatory guidelines"

Tier 2 capital is the secondary cushion a bank holds to absorb losses after its core capital is used, made up of items like long-term subordinated debt and certain reserves. Think of it as a backup battery that kicks in only after the main battery fails; it matters to investors because its size and quality affect a bank’s regulatory strength, creditworthiness, and the safety of dividends and bond payments under stress.

fixed-to-floating rate financial

"6.50% fixed-to-floating rate subordinated notes (the Notes) due 2036"

A fixed-to-floating rate is a type of loan or investment that starts with a fixed interest rate for a certain period, meaning the payments stay the same, then switches to a variable rate that can change over time based on market conditions. This matters because it offers the stability of fixed payments initially, but also the flexibility to benefit if interest rates drop later.

three-month SOFR financial

"interest rate per annum equal to the then-current three-month SOFR plus 300 basis points"

Three-month SOFR is a market benchmark that represents the effective interest cost for borrowing cash, secured by U.S. Treasury collateral, averaged over a three-month period using daily overnight SOFR readings. Investors and lenders use it as a reference rate for pricing loans, bonds and derivatives—similar to using a three-month weather average to set expectations—so changes affect borrowing costs, debt payments and the valuation of interest-sensitive assets.

qualified institutional buyers regulatory

"Purchase Agreement with certain qualified institutional buyers and accredited investors"

Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.

Regulation D regulatory

"Rule 506(b) of Regulation D thereunder"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

Understanding 8-K Material Events →

false 0001624322 0001624322 2026-04-02 2026-04-02

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): April 2, 2026

BUSINESS FIRST BANCSHARES, INC.

(Exact name of registrant as specified in its charter)

Louisiana	001-38447	20-5340628
(State of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
500 Laurel Street, Suite 101 Baton Rouge, Louisiana		70801
(Address of principal executive offices)		(Zip code)
Registrant’s telephone number, including area code: (225) 248-7600

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $1.00 per share	BFST	NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company         ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Item 1.01 Entry into a Material Definitive Agreement.

The information contained in Item 2.03 of this Current Report on Form 8-K with respect to the Purchase Agreement is incorporated by reference into this Item 1.01.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On April 2, 2026, Business First Bancshares, Inc. (the “Company”) entered into a Subordinated Note Purchase Agreement (the “Purchase Agreement”) with certain qualified institutional buyers and accredited investors pursuant to which the Company sold and issued $85.0 million in aggregate principal amount of 6.50% fixed-to-floating rate subordinated notes due 2036 (the “Notes”) in a private placement transaction. The Notes were offered and sold in reliance on the exemptions from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) of Regulation D thereunder.

The Notes will initially bear interest at 6.50% per annum beginning April 2, 2026, through but excluding March 31, 2031. From and including March 31, 2031, through but excluding April 2, 2036, or earlier redemption date, the interest rate shall reset quarterly to an interest rate per annum equal to the then-current three-month SOFR plus 300 basis points. The Notes may be redeemed, at the Company’s option, on or after the fifth anniversary of the issue date and are redeemable upon the occurrence of certain events prior to the fifth anniversary of the issue date.

The Purchase Agreement contains customary representations and warranties, events of default, and affirmative and negative covenants.

Upon the occurrence of certain events of default, such as the bankruptcy of the Company, the holder of a Note may declare the principal amount of the Note to be due and immediately payable. The Notes will be unsecured, subordinated obligations of the Company and will rank junior in right of payment to the Company’s existing and future senior indebtedness. The Notes are not convertible into common stock or preferred stock, and are not callable by the holders. The Notes have been structured to qualify as Tier 2 capital under bank regulatory guidelines.

The proceeds from the sale of the Notes will be utilized to redeem the Company’s $66.93 million in outstanding subordinated notes, to provide additional capital support to b1BANK, to support growth, to better position the Company to take advantage of strategic opportunities that may arise from time to time, to repay existing Company borrowings, and for other general corporate purposes.

The foregoing descriptions of the Purchase Agreement and the Notes do not purport to be complete and are qualified in their entirety by reference to the forms of the Purchase Agreement and the Notes which are attached hereto as Exhibits 10.1, 4.1, 4.2, respectively, and are incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

In connection with the offering of the Notes, the Company made presentations to potential investors, a copy of which is furnished herewith as Exhibit 99.1.

On April 2, 2026, the Company issued a press release regarding the offering of the Notes, a copy of which is furnished herewith as Exhibit 99.2.

The information contained in this Item 7.01 and Exhibits 99.1 and 99.2 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

4.1 Form of Global Subordinated Note.

4.2 Form of Subordinated Note.

10.1 Subordinated Note Purchase Agreement, dated April 2, 2026, by and among Business First Bancshares, Inc. and the Purchasers named therein.

99.1 Business First Bancshares, Inc. Investor Presentation regarding the Private Placement of Subordinated Notes, dated March 2026.

99.2 Press Release of Business First Bancshares, Inc., dated April 2, 2026.

104 Cover Page Interactive Data File (embedded within the Inline XBRL Document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: April 2, 2026.

	BUSINESS FIRST BANCSHARES, INC.
	By:	/s/ David R. Melville, III
		David R. Melville, III
		President and Chief Executive Officer

Exhibit 99.1

Exhibit 99.2

500 Laurel St.

Baton Rouge, LA 70801

P: 225.248.7600

F: 225.248.7650

FOR IMMEDIATE RELEASE April 2, 2026 Media Contact: Misty Albrecht b1BANK 225.286.7879 media@b1BANK.com

Business First Bancshares, Inc. Completes $85.0 Million Private Placement of Subordinated Notes

Baton Rouge, La. – Business First Bancshares, Inc. (Nasdaq: BFST) (Business First or the Company), parent company of b1BANK, is pleased to announce the completion of the private placement of $85.0 million in aggregate principal amount of 6.50% fixed-to-floating rate subordinated notes (the Notes) due 2036, to certain qualified institutional and accredited investors. The Notes have been structured to qualify as Tier 2 capital for the Company for regulatory capital purposes. The proceeds from the sale of the Notes will be utilized to redeem $66.93 million in outstanding subordinated notes, to provide additional capital support to b1BANK, to support growth, to better position the Company to take advantage of strategic opportunities that may arise from time to time, to repay other existing borrowings, and for other general corporate purposes.

The Notes will initially bear interest at an annual rate of 6.50% beginning April 2, 2026, through March 30, 2031. From March 31, 2031, to the stated maturity date or early redemption date, the interest rate will reset quarterly to an interest rate per annum equal to the then current three-month Secured Overnight Financing Rate (SOFR) plus 300 basis points. The Notes are redeemable by the Company, at its option, in whole or in part, on or after the fifth anniversary of the issue date, and at any time upon the occurrence of certain events.

Fenimore Kay Harrison LLP served as legal counsel to Business First and UMB Bank, National Association is serving as the paying agent and registrar.

This press release is for informational purposes only and shall not constitute an offer to sell, or the solicitation of an offer to buy, any security, nor shall there be any sale in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. The Notes have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The indebtedness evidenced by the Notes is not a deposit and is not insured by the Federal Deposit Insurance Corporation or any other government agency or fund.

About Business First Bancshares, Inc.

Business First Bancshares, Inc., (Nasdaq: BFST) through its banking subsidiary b1BANK, has $8.2 billion in assets, $5.7 billion in assets under management through b1BANK’s affiliate Smith Shellnut Wilson, LLC (SSW) (not including $1.0 billion of b1BANK assets managed by SSW) and operates banking centers and loan production offices in markets across Louisiana and Texas providing commercial and personal banking products and services. b1BANK is a 2024 Mastercard “Innovation Award” winner and multiyear winner of American Banker Magazine’s “Best Banks to Work For.” Visit b1BANK.com for more information.

Forward-Looking Statements

Certain statements contained in this release may not be based on historical facts and are “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. These forward-looking statements may be identified by their reference to a future period or periods or by the use of forward-looking terminology such as “anticipate,” “believe,” “estimate,” “expect,” “may,” “might,” “will,” “would,” “could,” or “intend.” We caution you not to place undue reliance on the forward-looking statements contained in this news release, in that actual results could differ materially from those indicated in such forward-looking statements as a result of a variety of factors, including those factors specified in our Annual Report on Form 10-K and other public filings. We undertake no obligation to update these forward-looking statements to reflect events or circumstances that occur after the date of this news release.

Investor Relations Contact: Gregory Robertson 337.721.2701
Gregory.Robertson@b1BANK.com Matt Sealy
225.388.6116
Matt.Sealy@b1BANK.com

###

FAQ

What did Business First Bancshares (BFST) announce in this filing?

Business First Bancshares completed a private placement of $85.0 million in 6.50% fixed-to-floating rate subordinated notes due 2036, sold to qualified institutional and accredited investors, primarily to refinance existing subordinated debt and strengthen regulatory capital.

What are the key terms of BFST’s new subordinated notes?

The new subordinated notes carry a 6.50% fixed interest rate from April 2, 2026 through March 30, 2031, then reset quarterly to three-month SOFR plus 300 basis points until April 2, 2036 or earlier redemption, and rank junior to senior indebtedness.

How will Business First Bancshares use the $85.0 million proceeds?

Business First plans to use proceeds to redeem $66.93 million of outstanding subordinated notes, provide additional capital support to b1BANK, support growth and strategic opportunities, repay other existing borrowings, and for general corporate purposes, enhancing balance sheet flexibility.

When can BFST redeem the new subordinated notes?

The notes are redeemable by Business First, in whole or in part, at its option on or after the fifth anniversary of the issue date, and at any time upon certain specified events, allowing potential refinancing if market conditions become more favorable.

Do BFST’s new subordinated notes qualify as regulatory capital?

Yes. The subordinated notes have been structured to qualify as Tier 2 capital for regulatory purposes, supporting the company’s and b1BANK’s capital ratios while avoiding equity dilution and preserving common shareholders’ ownership interests.

Are the Business First subordinated notes registered with the SEC?

No. The notes were sold in a private placement and were not registered under the Securities Act of 1933 or state securities laws. They may not be offered or sold in the United States without registration or an applicable exemption.

Filing Exhibits & Attachments

9 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 22.0 KB
• EX-99.2 EXHIBIT 99.2 10.0 KB

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 224.4 KB

Other Documents

• EX-4.1 EXHIBIT 4.1 133.3 KB
• EX-4.2 EXHIBIT 4.2 130.1 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 11.2 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.3 KB