Business First B SEC Filings

Business First Bancshares (BFST) amended and restated its executive employment agreement with David R. Melville, III, confirming his continued roles as Chairman, President and CEO of Business First and Chairman and CEO of b1BANK. The agreement carries an initial five‑year term and then renews automatically in one‑year increments unless either party gives 90 days’ notice.

Mr. Melville’s compensation includes a base salary of not less than $827,500, participation in incentive plans and benefits, plus a vehicle allowance and a country club membership. If terminated without cause or he resigns for good reason, he is eligible for a cash payment equal to three times his then‑current base salary plus his three‑year average bonus, along with continued benefits. The same 3x formula applies if such a termination occurs within three months before or 24 months after a change in control, subject to Section 280G/4999 limitations. He also agreed to two‑year non‑compete and non‑solicit covenants.

The Company also executed change‑in‑control agreements with Gregory Robertson, Norman Jerome Vascocu, Jr., Keith Mansfield, and Philip Jordan, generally providing 2x base salary plus three‑year average bonus upon qualifying terminations in the three‑months‑before to 24‑months‑after change‑in‑control window, with two‑year restrictive covenants.

Business First Bancshares (BFST) reported stronger operating results for the quarter ended September 30, 2025. Net income was $22.9M, up from $17.8M a year ago, and diluted EPS was $0.73 versus $0.65. Net interest income rose to $69.3M from $56.1M, while the provision for credit losses increased to $3.2M from $1.7M. For the nine months, net income reached $65.5M compared with $48.6M in 2024.

On the balance sheet as of September 30, 2025, total assets were $7.95B and total deposits were $6.51B. Available-for-sale securities at fair value were $985.9M, with accumulated other comprehensive loss improving to $36.4M from $63.0M at year-end. Loans held for investment were $6.02B with an allowance of $57.1M. Credit quality metrics softened: nonaccrual loans were $45.4M and loans ≥90 days past due and still accruing were $3.9M. The company paid preferred dividends of $1.35M for the quarter and had 29,615,370 common shares outstanding as of October 27, 2025.

Business First Bancshares (BFST) director Rick D. Day bought 1,600 shares of common stock at $24.21 on October 28, 2025, as reported on Form 4. Following the purchase, he directly beneficially owns 265,885 shares.

He also holds 1,016 restricted stock units (RSUs) granted on June 26, 2025 under the 2024 Equity Incentive Plan, which are economically equivalent to one share each and will fully vest on June 26, 2026. The unvested RSUs are subject to forfeiture under certain events.

Business First Bancshares (BFST) announced a stock repurchase program authorizing the company to buy back up to $30,000,000 of its common stock. The program is effective immediately and will continue until October 28, 2027.

Repurchases may occur through open market or privately negotiated transactions, with any open market activity conducted in accordance with Rule 10b-18 and other legal requirements. Management will determine the number, price, and timing of any repurchases based on market conditions, regulatory and financial considerations, and liquidity needs. The authorization does not obligate the company to repurchase shares, and there is no assurance that it will do so.

Business First Bancshares (BFST) announced financial results for the quarter ended September 30, 2025, and declared quarterly dividends. The Board approved a $0.15 per-share common dividend for shareholders of record on November 15, 2025, payable on November 30, 2025, or as soon as practicable thereafter.

The Board also declared a preferred dividend of $18.75 per share, representing the full quarterly dividend of 1.875% based on a 7.50% per annum rate, payable on November 30, 2025 to preferred shareholders of record as of November 15, 2025. The company furnished a press release (Exhibit 99.1) and supplemental investor materials (Exhibit 99.2) alongside this update.

Business First Bancshares, Inc. filed an S-4/A amendment relating to a proposed business combination with Progressive. The excerpt shows customary merger-document structure including consideration and exchange procedures, representations and warranties of each party, mutual covenants, closing and termination provisions, and conditions precedent. The filing references several filing dates including March 7, 2025, May 2, 2025, and a Quarterly Report for the quarter ended June 30, 2025 filed on August 5, 2025. Contact information for corporate secretaries and telephone numbers are listed for Baton Rouge and Monroe offices.

Business First Bancshares, Inc. (BFST) filed an S-4 registration related to a proposed business combination with Progressive (and Progressive Bank) and includes procedural and disclosure schedules for the merger. The filing lists contact information for BFST's CEO and corporate secretary in Baton Rouge and an assistant secretary in Monroe. The agreement requires each party to continue control of its operations prior to the merger's effective time and preserves directors' ability to change recommendations if a superior proposal arises consistent with fiduciary duties.

The agreement permits termination if environmental inspections of Progressive properties reveal adverse findings that are reasonably likely to have a Material Adverse Effect on Progressive or Progressive Bank, provided such termination occurs on or before October 5, 2025. The filing cites related disclosure and amendment dates including filings dated March 7, 2025, May 2, 2025, and BFST's Quarterly Report for the quarter ended June 30, 2025 filed on August 5, 2025.

Insider sale reported: Saundra Strong, Executive Vice President & General Counsel of Business First Bancshares, Inc. (BFST), sold 2,363 shares of the company's common stock at a weighted average price of $25.38, executed on 08/22/2025. After the sale she beneficially owns 5,997 shares directly. The filing also reports ownership of 7,908 restricted stock units that convert to common stock on future vesting dates: 3,856 RSUs granted 12/12/2024 vesting through 2027, and 4,052 RSUs granted 03/01/2025 vesting through 2028. Additionally, 2,732 shares of unvested restricted stock (granted 02/01/2024) remain subject to forfeiture and vest on 03/31/2026.