[8-K] Business First Bancshares, Inc. Reports Material Event

Rhea-AI Filing Summary

Tilly's (TLYS) files Form 8-K announcing a CEO transition. On 25 Jul 2025 the Board named Nathan M. Smith (56) President & Chief Executive Officer effective 18 Aug 2025 and elected him to the Board, expanding it to seven members. Smith previously served as CEO of Marolina Outdoor and held senior posts at Boardriders and Oakley.

Compensation package:

• Base salary: $1.0 M /yr
• Annual cash bonus: 100% target, 200% max (from FY-26)
• Sign-on bonus: $400 k, repayable if he leaves within 2 yrs
• Equity: 900k time-based options (25% after 1 yr, monthly thereafter) plus 900k performance options vesting at $4, $6, $8 30-day avg price hurdles
• Perks: $24 k/yr car allowance; up to $35 k relocation costs and up to $7.9 k/mo housing through May-26
• Severance: 12 months’ salary + prorated bonus if terminated without cause

Founder Hezy Shaked will step down as President & CEO on the Commencement Date, remain Executive Chairman and cut his salary to $420 k. No related-party transactions or family ties were disclosed.

Positive

• Experienced industry veteran appointed CEO, bringing relevant apparel and action-sports background.
• Performance-based option grant directly links 50% of equity compensation to ambitious share-price targets, aligning management with shareholders.
• Leadership continuity maintained as founder Hezy Shaked remains Executive Chairman.

Negative

• Large equity package of up to 1.8 M options may create dilution pressure.
• Transition risk as new CEO integrates and executes strategy during handover period.

Insights

Corporate Governance Analyst

TL;DR: Smooth leadership hand-off with performance-linked pay; governance risk appears low.

The Board executed a planned succession, appointing an industry veteran while retaining the founder as Executive Chairman. The mix of time- and share-price-based options ties 50% of equity value directly to market performance, enhancing alignment. Claw-backs on the $400k sign-on bonus and relocation costs discourage quick exits. No problematic related-party dealings were identified. Overall governance standards look solid, but the 1.8 M option grant could dilute shareholders by ~6% of basic shares outstanding, depending on future issuance.

Portfolio Manager

TL;DR: New CEO with surf/skate retail pedigree is a bullish catalyst if execution follows.

Nathan Smith brings deep action-sports retail expertise that fits Tilly's core demographic. His incentive hurdles at $4/$6/$8 (vs. ~$2.80 recent price) imply aggressive value-creation targets of +43%, +114% and +186%. Retaining Shaked as Executive Chairman preserves continuity during the changeover. The cost—$1 M salary and potential dilution—looks acceptable against upside potential. I view the event as modestly positive but need early KPIs (traffic, same-store sales) to confirm strategic impact.

0001624322FALSE00016243222025-07-282025-07-28

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): July 28, 2025

BUSINESS FIRST BANCSHARES, INC.

(Exact name of registrant as specified in its charter)

Louisiana (State of incorporation)

001-38447 (Commission File Number)

20-5340628 (IRS Employer Identification No.)

500 Laurel Street, Suite 101 Baton Rouge,Louisiana (Address of principal executive offices)

70801 (Zip Code)

(225) 248-7600

(Registrant’s telephone number, including area code)

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:

x			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 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. o

Item 2.02    Results of Operations and Financial Condition.

On July 28, 2025, Business First Bancshares, Inc. (“Business First”), the parent company of b1BANK, issued a press release announcing financial results for the first quarter ended June 30, 2025. The release also announced that the Board of Directors of Business First declared a common dividend on July 24, 2025, in the amount of $0.14 per share to the common shareholders of record on August 15, 2025. The dividend is to be paid on August 31, 2025, or as soon as practicable thereafter. Also, the board of directors declared a quarterly preferred dividend in the amount of $18.75 per share of preferred stock, which is the full quarterly dividend of 1.875% based on the per annum rate of 7.50%. The dividend will be paid on August 31, 2025, or as soon therefore as practicable, to the preferred shareholders of record as of August 15, 2025. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated by reference herein.

The information in this Item 2.02, including Exhibit 99.1, is being furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, unless specifically identified therein as being incorporated therein by reference.

Item 7.01    Regulation FD Disclosure

On July 28, 2025, Business First made available the supplemental information attached hereto as Exhibit 99.2 prepared for use with the press release.

The information in this Item 7.01, including Exhibit 99.2, is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, unless specifically identified therein as being incorporated therein by reference.

Item 9.01    Financial Statements and Exhibits.

(d)Exhibits.

Number						Exhibit
99.1						Press Release of Business First Bancshares, Inc., dated July 28, 2025 announcing results of operations for the second quarter 2025
99.2						Investor Presentation, dated July 28, 2025, for the second quarter of 2025
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 hereunto duly authorized.

			BUSINESS FIRST BANCSHARES, INC.
			By:			/s/ David R. Melville, III
			Name:			David R. Melville, III
			Title:			President and Chief Executive Officer
Date: July 28, 2025

FAQ

When does Nathan Smith become CEO of TLYS?

Nathan Smith will assume the roles of President and CEO on 18 August 2025.

What is Nathan Smith’s compensation at Tilly's?

He receives a $1 M salary, bonus up to 200% of salary, $400 k sign-on bonus, 1.8 M stock options, and allowances for car and relocation.

How are the performance options structured?

900k options vest in thirds when the 30-day average share price hits $4, $6 and $8, subject to a 1-year service requirement.

What changes for current CEO Hezy Shaked?

Shaked will step down as CEO but stay on as Executive Chairman and reduce his salary from $650 k to $420 k.

Is Nathan Smith joining the Tilly's Board of Directors?

Yes. He will be appointed to the Board effective 18 Aug 2025, raising the Board size to seven.

What severance is offered if Smith is terminated without cause?

He is entitled to 12 months of salary plus a prorated annual bonus, contingent on signing a release.