Machine learning predictions based on historical earnings data and price patterns
1-Day Prediction
+4.18%
$28.33
99% positive prob.
5-Day Prediction
+5.85%
$28.78
99% positive prob.
20-Day Prediction
+5.73%
$28.75
94% positive prob.
SEC 8-K filings with transcript text
Jan 23, 2026 · 98% conf.
1D
+4.18%
$28.33
5D
+5.85%
$28.78
20D
+5.73%
$28.75
bfst-202601220001624322FALSE00016243222026-01-222026-01-22
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 22, 2026
(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:
☐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 classTrading Symbol(s)Name of each exchange on which registered Common Stock, par value $1.00 per shareBFSTNASDAQ 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
This Current Report on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K furnished by Business First Bancshares, Inc. (“Business First”) to the Securities and Exchange Commission (the “SEC”) on January 22, 2026 (the “Original Form 8-K”). The purpose of this Amendment is to correct the record and payment dates of the quarterly preferred and common dividends described in the press release furnished in Exhibit 99.1 to the Original Form 8-K announcing Business First’s financial results for the quarter and year ended December 31, 2025.
Item 2.02 Results of Operations and Financial Condition.
On January 22, 2026, Business First filed the Original Form 8-K in which it furnished a copy of the press release announcing its financial results for the quarter and year ended December 31, 2025 (the “Original Press Release”). Business First is now filing this Amendment to furnish a revised press release (the “Revised Press Release”) to correct the record and payment dates of the quarterly preferred and common dividends which were inadvertently transposed in the Original Press Release, but were correctly reported under Item 2.02 of the Original Form 8-K. A copy of the Revised 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 9.01 Financial Statements and Exhibits. (d)Exhibits.
NumberExhibit 99.1Press Release of Business First Bancshares, Inc., dated January 23, 2026 announcing results of operations for the year ended 2025
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
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.
By:/s/ David R. Melville, III Name:David R. Melville, III Title:President and Chief Executive Officer
Date: January 23, 2026
Jan 22, 2026 · 98% conf.
1D
+4.18%
$28.33
5D
+5.85%
$28.78
20D
+5.73%
$28.75
bfst-202601220001624322FALSE00016243222026-01-222026-01-22
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 22, 2026
(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:
☐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 classTrading Symbol(s)Name of each exchange on which registered Common Stock, par value $1.00 per shareBFSTNASDAQ 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 January 22, 2026, Business First Bancshares, Inc. (“Business First”), the parent company of b1BANK, issued a press release announcing financial results for the year and quarter ended December 31, 2025. The release also announced that the Board of Directors of Business First declared a common dividend on January 22, 2026, in the amount of $0.15 per share to the common shareholders of record on February 15, 2026. The dividend is to be paid on February 28, 2026, 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 February 28, 2026, or as soon therefore as practicable, to the preferred shareholders of record as of February 15, 2026. 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 January 22, 2026, 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.
NumberExhibit 99.1Press Release of Business First Bancshares, Inc., dated January 22, 2026 announcing results of operations for the year ended 2025
99.2Investor Presentation, dated January 22, 2026, for the year ended 2025
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
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.
By:/s/ David R. Melville, III Name:David R. Melville, III Title:President and Chief Executive Officer
Date: January 22, 2026
Oct 23, 2025
bfst-202510230001624322FALSE00016243222025-10-232025-10-23
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 23, 2025
(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:
☐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 classTrading Symbol(s)Name of each exchange on which registered Common Stock, par value $1.00 per shareBFSTNASDAQ 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 October 23, 2025, Business First Bancshares, Inc. (“Business First”), the parent company of b1BANK, issued a press release announcing financial results for the first quarter ended September 30, 2025. The release also announced that the Board of Directors of Business First declared a common dividend on October 23, 2025, in the amount of $0.15 per share to the common shareholders of record on November 15, 2025. The dividend is to be paid on November 30, 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 November 30, 2025, or as soon therefore as practicable, to the preferred shareholders of record as of November 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 October 23, 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.
NumberExhibit 99.1Press Release of Business First Bancshares, Inc., dated October 23, 2025 announcing results of operations for the third quarter 2025
99.2Investor Presentation, dated October 23, 2025, for the third quarter of 2025
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
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.
By:/s/ David R. Melville, III Name:David R. Melville, III Title:President and Chief Executive Officer
Date: October 23, 2025
Jul 28, 2025
bfst-202507280001624322FALSE00016243222025-07-282025-07-28
Washington, D.C. 20549
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
(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:
xWritten 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 classTrading Symbol(s)Name of each exchange on which registered Common Stock, par value $1.00 per shareBFSTNASDAQ 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.
NumberExhibit 99.1Press Release of Business First Bancshares, Inc., dated July 28, 2025 announcing results of operations for the second quarter 2025
99.2Investor Presentation, dated July 28, 2025, for the second quarter of 2025
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
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.
By:/s/ David R. Melville, III Name:David R. Melville, III Title:President and Chief Executive Officer
Date: July 28, 2025
Apr 24, 2025
bfst-202504240001624322FALSE00016243222025-04-242025-04-24
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 24, 2025
(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:
☐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 classTrading Symbol(s)Name of each exchange on which registered Common Stock, par value $1.00 per shareBFSTNASDAQ 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 April 24, 2025, Business First Bancshares, Inc. (“Business First”), the parent company of b1BANK, issued a press release announcing financial results for the first quarter ended March 31, 2025. The release also announced that the Board of Directors of Business First declared a common dividend on April 24, 2025, in the amount of $0.14 per share to the common shareholders of record on May 15, 2025. The dividend is to be paid on May 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 May 31, 2025, or as soon therefore as practicable, to the preferred shareholders of record as of May 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 April 24, 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.
NumberExhibit 99.1Press Release of Business First Bancshares, Inc., dated April 24, 2025 announcing results of operations for the first quarter 2025
99.2Investor Presentation, dated April 24, 2025, for the first quarter of 2025
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
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.
By:/s/ David R. Melville, III Name:David R. Melville, III Title:President and Chief Executive Officer
Date: April 24, 2025
Jan 23, 2025
bfst-202501230001624322FALSE00016243222025-01-232025-01-23
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 23, 2025
(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:
☐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 classTrading Symbol(s)Name of each exchange on which registered Common Stock, par value $1.00 per shareBFSTNASDAQ 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 January 23, 2025, Business First Bancshares, Inc. (“Business First”), the parent company of b1BANK, issued a press release announcing financial results for the fiscal year and fourth quarter ended December 31, 2024. The release also announced that the Board of Directors of Business First declared a common dividend on January 23, 2025, in the amount of $0.14 per share to the common shareholders of record on February 15, 2025. The dividend is to be paid on February 28, 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 February 28, 2025, or as soon therefore as practicable, to the preferred shareholders of record as of February 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 January 23, 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.
NumberExhibit 99.1Press Release of Business First Bancshares, Inc., dated January 23, 2025 announcing results of operations for the fourth quarter 2025
99.2Investor Presentation, dated January 23, 2025, for the fourth quarter of 2025
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
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.
By:/s/ David R. Melville, III Name:David R. Melville, III Title:President and Chief Executive Officer
Date: January 23, 2025
Oct 24, 2024
bfst-202410240001624322FALSE00016243222024-07-252024-07-25
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 24, 2024
(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:
☐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 classTrading Symbol(s)Name of each exchange on which registered Common Stock, par value $1.00 per shareBFSTNASDAQ 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 October 24, 2024, Business First Bancshares, Inc. (“Business First”), the parent company of b1BANK, issued a press release announcing financial results for the third quarter ended September 30, 2024. The release also announced that the Board of Directors of Business First declared a dividend on October 24, 2024, in the amount of $0.14 per share to the shareholders of record on November 15, 2024. The dividend is to be paid on November 30, 2024, or as soon as practicable thereafter. Also, the board of directors declared a quarterly dividend in the amount of $18.75 per share, which is the full quarterly dividend of 1.875% based on the per annum rate of 7.50%. The dividend will be paid on November 30, 2024, or as soon therefore as practicable, to the preferred shareholders of record as of November 15, 2024. 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 October 24, 2024, 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.
NumberExhibit 99.1Press Release of Business First Bancshares, Inc., dated October 24, 2024 announcing results of operations for the third quarter 2024
99.2Investor Presentation, dated October 24, 2024, for the third quarter of 2024
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
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.
By:/s/ David R. Melville, III Name:David R. Melville, III Title:President and Chief Executive Officer
Date: October 24, 2024
Jul 25, 2024
bfst-202407250001624322FALSE00016243222024-07-252024-07-25
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 25, 2024
(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:
☒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 classTrading Symbol(s)Name of each exchange on which registered Common Stock, par value $1.00 per shareBFSTNASDAQ 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 25, 2024, Business First Bancshares, Inc. (“Business First”), the parent company of b1BANK, issued a press release announcing financial results for the second quarter ended June 30, 2024. The release also announced that the Board of Directors of Business First declared a dividend on July 25, 2024, in the amount of $0.14 to the shareholders of record of the company on August 15, 2024. The dividend is to be paid on August 31, 2024, or as soon as practicable thereafter. Also, the board of directors declared a quarterly dividend in the amount of $18.75 per share, 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, 2024, or as soon therefore as practicable, to the preferred shareholders of record as of August 31, 2024. 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 25, 2024, 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.
NumberExhibit 99.1Press Release of Business First Bancshares, Inc., dated July 25, 2024 announcing results of operations for the second quarter 2024
99.2Investor Presentation, dated July 25, 2024, for the second quarter of 2024
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
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.
By:/s/ David R. Melville, III Name:David R. Melville, III Title:President and Chief Executive Officer
Date: July 25, 2024
Apr 25, 2024
bfbi20240424_8k.htm
false 0001624322
0001624322
2024-04-25 2024-04-25
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 25, 2024
Business First Bancshares, Inc.
(Exact name of registrant as specified in its charter)
Louisiana
001-38447
20-5340628
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
500 Laurel Street, Suite 101
Baton Rouge, Louisiana
70801
(Address of principal executive offices)
(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:
☒
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
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.
On April 25, 2024, Business First Bancshares, Inc., a Louisiana corporation (“BFST”), and Oakwood Bancshares, Inc., a Texas corporation (“Oakwood”), entered into an Agreement and Plan of Reorganization (the “Reorganization Agreement”), providing for the acquisition by BFST of Oakwood through the merger of Oakwood with and into BFST, with BFST surviving the merger (the “Merger”).
Pursuant to the terms and subject to the conditions of the Reorganization Agreement, which has been unanimously approved by the Board of Directors of each of BFST and Oakwood, each share of Oakwood common stock issued and outstanding immediately prior to the effective time of the Merger (the “effective time”) will be converted into the right to receive, without interest, 0.5112 shares of BFST common stock, subject to adjustment pursuant to the terms of the Reorganization Agreement, plus cash in lieu of any fractional shares (collectively, the “Per Share Merger Consideration”).
In addition, at the effective time, each Oakwood stock option outstanding and unexercised immediately prior to the effective time shall cease to represent an option to purchase shares of Oakwood common stock and shall be converted automatically into an option to purchase a number of shares of BFST common stock as calculated pursuant to the terms of the Reorganization Agreement. Further, at the effective time, each Oakwood restricted stock award and Oakwood restricted stock unit award that is outstanding immediately prior to the effective time shall convert automatically into the right to receive the Per Share Merger Consideration in respect of each share of Oakwood common stock underlying such Oakwood restricted stock award and Oakwood restricted stock unit award, as applicable, without interest. Based on the closing price of $21.57 for BFST common stock on April 22, 2024, the Merger would have an aggregate value of $85.7 million.
As soon as practicable after the consummation of the Merger, Oakwood Bank, a Texas banking association and wholly-owned subsidiary of Oakwood (“Oakwood Bank”), will merge with and into b1BANK, a Louisiana state-chartered bank and wholly-owned subsidiary of BFST (“b1BANK”), with b1BANK surviving the merger (the “Bank Merger”).
The Reorganization Agreement contains customary representations, warranties and covenants made by each of BFST and Oakwood. Completion of the Merger is subject to certain conditions, including, among others, the (i) approval by Oakwood’s shareholders of the Reorganization Agreement, (ii) listing on Nasdaq of the shares of BFST common stock to be issued in the Merger, (iii) receipt of all governmental and regulatory consents and approvals required to consummate the Merger, (iv) Securities and Exchange Commission (the “SEC”) having declared effective under the Securities Act of 1933, as amended (the “Securities Act”), BFST’s registration statement coverin
Jan 23, 2024
bfbi20240122_8k.htm
false 0001624322
0001624322
2024-01-23 2024-01-23
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): January 23, 2024
(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
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. ☐
2.02 Results of Operations and Financial Condition.
On January 23, 2024, Business First Bancshares, Inc. (“Business First”), the parent company of b1BANK, issued a press release announcing financial results for full year 2023 and quarter ended December 31, 2023. The release also announced that the Board of Directors of Business First declared a dividend on January 23, 2024, in the amount of $0.14 to the shareholders of record of the company on February 15, 2024. The dividend is to be paid on February 28, 2024, or as soon as practicable thereafter. Also, the board of directors declared a quarterly dividend in the amount of $18.75 per share, which is the full quarterly dividend of 1.875% based on the per annum rate of 7.50%. The dividend will be paid on February 28, 2024, or as soon therefore as practicable, to the preferred shareholders of record as of February 15, 2024. 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.
7.01 Regulation FD Disclosure
On January 23, 2024, 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.
9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
Description of Exhibit
99.1
Press Release of Business First Bancshares, Inc., dated January 23, 2024.
99.2
Business First Bancshares, Inc. Investor Presentation, Fiscal Year 2023 and Q4 2023 Results.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
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: January 23, 2024
By:
/s/ David R. Melville, III
David R. Melville, III
President and Chief Executive Officer
Oct 26, 2023
bfbi20231024_8k.htm
false 0001624322
0001624322
2023-10-26 2023-10-26
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): October 26, 2023
(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
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. ☐
2.02 Results of Operations and Financial Condition.
On October 26, 2023, Business First Bancshares, Inc. (“Business First”), the parent company of b1BANK, issued a press release announcing financial results for the quarter ended September 30, 2023. The release also announced that the Board of Directors of Business First declared a preferred dividend on October 26, 2023, of $18.75 per share, which is the full quarterly dividend of 1.875% based on the per annum rate of 7.50%. The dividend will be paid on November 30, 2023, or as soon therefore as practicable, to the preferred shareholders of record as of November 15, 2023. Also, the board of directors declared a quarterly common dividend in the amount of $0.14. The dividend will be paid on November 30, 2023, or as soon therefore as practicable, to the common shareholders of record as of November 15, 2023. 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.
7.01 Regulation FD Disclosure
On October 26, 2023, 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.
9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
Description of Exhibit
99.1
Press Release of Business First Bancshares, Inc., dated October 26, 2023.
99.2
Business First Bancshares, Inc. Investor Presentation, Q3 2023 Results.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
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: October 26, 2023
By:
/s/ David R. Melville, III
David R. Melville, III
President and Chief Executive Officer
Jul 27, 2023
bfbi20230726_8k.htm
false 0001624322
0001624322
2023-07-27 2023-07-27
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): July 27, 2023
(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
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. ☐
2.02
Results of Operations and Financial Condition.
On July 27, 2023, Business First Bancshares, Inc. (“Business First”), the parent company of b1BANK, issued a press release announcing financial results for the quarter ended June 30, 2023. The release also announced that the Board of Directors of Business First declared a preferred dividend on July 27, 2023, of $18.75 per share, 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, 2023, or as soon therefore as practicable, to the preferred shareholders of record as of August 15, 2023. Also, the board of directors declared a quarterly common dividend in the amount of $0.12 to the shareholders of record. The dividend will be paid on August 31, 2023, or as soon therefore as practicable, to the common shareholders of record as of August 15, 2023. 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.
7.01
Regulation FD Disclosure
On July 27, 2023, 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.
9.01
Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit No.
Description of Exhibit
99.1
99.2
104
Press Release of Business First Bancshares, Inc., dated July 27, 2023.
Business First Bancshares, Inc. Investor Presentation, Q2 2023 Results.
Cover Page Interactive Data File (embedded within the Inline XBRL document)
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: July 27, 2023
By:
/s/ David R. Melville, III
David R. Melville, III
President and Chief Executive Officer
Apr 27, 2023
bfbi20230426_8k.htm
false 0001624322
0001624322
2023-04-27 2023-04-27
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): April 27, 2023
(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
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. ☐
2.02
Results of Operations and Financial Condition.
On April 27, 2023, Business First Bancshares, Inc. (“Business First”), the parent company of b1BANK, issued a press release announcing financial results for the quarter ended March 31, 2023. The release also announced that the Board of Directors of Business First declared a preferred dividend on April 27, 2023, of $18.75 per share, which is the full quarterly dividend of 1.875% based on the per annum rate of 7.50%. The dividend will be paid on May 31, 2023, or as soon therefore as practicable, to the preferred shareholders of record as of May 15, 2023. Also, the board of directors declared a quarterly common dividend in the amount of $0.12 to the shareholders of record on May 15, 2023. The dividend will be paid on May 31, 2023, or as soon therefore as practicable, to the common shareholders of record as of May 15, 2023. 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.
7.01
Regulation FD Disclosure
On April 27, 2023, 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.
9.01
Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit No.
Description of Exhibit
99.1
Press Release of Business First Bancshares, Inc., dated April 27, 2023.
99.2
Business First Bancshares, Inc. Investor Presentation, Q1 2023 Results.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
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 27, 2023
By:
/s/ David R. Melville, III
David R. Melville, III
President and Chief Executive Officer
Jan 25, 2023
bfbi20230123_8k.htm
false 0001624322
0001624322
2023-01-25 2023-01-25
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): January 25, 2023
(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
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. ☐
2.02
Results of Operations and Financial Condition.
On January 25, 2023, Business First Bancshares, Inc. (“Business First”), the parent company of b1BANK, issued a press release announcing financial results for full year 2022 and quarter ended December 31, 2022. The release also announced that the Board of Directors of Business First declared a dividend on January 25, 2023, in the amount of $0.12 to the shareholders of record of Business First’s common stock on February 15, 2023. The dividend is to be paid on February 28, 2023, or as soon as practicable thereafter. Also, the board of directors declared a quarterly dividend in the amount of $18.75 per share, on Business First’s series A 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 February 28, 2023, or as soon therefore as practicable, to the preferred shareholders of record as of February 15, 2023. 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.
7.01
Regulation FD Disclosure
On January 25, 2023, 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.
9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
Description of Exhibit
99.1
99.2
104
Press Release of Business First Bancshares, Inc., dated January 25, 2023.
Business First Bancshares, Inc. Investor Presentation, Fiscal Year 2022 and Q4 2022 Results.
Cover Page Interactive Data File (embedded within the Inline XBRL document)
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: January 25, 2023
By:
/s/ David R. Melville, III
David R. Melville, III
President and Chief Executive Officer
Oct 26, 2022
bfbi20221024_8k.htm
false 0001624322
0001624322
2022-10-26 2022-10-26
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): October 26, 2022
(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
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. ☐
2.02 Results of Operations and Financial Condition.
On October 26, 2022, Business First Bancshares, Inc. (“Business First”), the parent company of b1BANK, issued a press release announcing financial results for the quarter ended September 30, 2022. The release also announced that the Board of Directors of Business First declared a dividend on October 26, 2022, in the amount of $0.12 to the shareholders of record of the company on November 15, 2022. The dividend is to be paid on November 30, 2022, or as soon as practicable thereafter. 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.
7.01 Regulation FD Disclosure
On October 26, 2022, 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.
9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
Description of Exhibit
99.1
99.2
104
Press Release of Business First Bancshares, Inc., dated October 26, 2022.
Business First Bancshares, Inc. Investor Presentation, Q3 2022 Results.
Cover Page Interactive Data File (embedded within the Inline XBRL document)
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: October 26, 2022
By:
/s/ David R. Melville, III
David R. Melville, III
President and Chief Executive Officer
Oct 12, 2022
bfbi20221011_8k.htm
false 0001624322
0001624322
2022-10-12 2022-10-12
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): October 12, 2022
(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
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 ☐
Item 2.02 Results of Operations and Financial Condition.
On October 12, 2022, Business First Bancshares, Inc. (the “Company”) filed with the SEC an investor presentation in connection with its underwritten public offering of its common stock. The investor presentation contained preliminary, unaudited consolidated financial results as of and for the three and nine months ended September 30, 2022 as set forth below.
Dollars in millions
As of September 30,
2022
Year-to-date
annualized growth (1)
Balance Sheet:
Total Assets
$5,806.7
15%
Gross Loans (Held for Investment)
4,429.9
37
Total Deposits
4,586.1
1
Loan/Deposit Ratio
96.6%
—
(1) Based on year-to-date organic growth through September 30, 2022.
Dollars in millions
For the three months ended September 30,
2022
For the nine months ended September 30,
2022
Income Statement:
Interest income
$63.5
$161.6
Interest expense
10.0
18.1
Net interest income
53.5
143.5
Total noninterest income
8.1
21.0
Total noninterest expense
40.9
111.0
Pre-tax, pre-provision earnings
20.6
53.5
Adjustments to noninterest income
(0.3) (1)
0.5 (3)
Adjustments to noninterest expense
3.5 (2)
5.5 (4)
Total net adjustments
3.2
6.0
Core pre-tax, provision earnings
$23.9
$59.5
(1) Adjustments to noninterest income for the three months ended September 30, 2022 consist of $265,000 relating to reimbursement of storm expenditures and $7,000 realized losses on sale of securities.
(2) Adjustments to noninterest expense for the three months ended September 30, 2022 consist of $3,521,000 acquisition-related expenses.
(3) Adjustments to noninterest income for the nine months ended September 30, 2022 consist of $717,000 relating to losses on disposition of former premises and equipment, $265,000 relating to reimbursement of storm expenditures and $46,000 realized losses on sale of securities.
(4) Adjustments to noninterest expense for the nine months ended September 30, 2022 consist of $5,040,000 acquisition-related expenses and $501,000 occupancy and premises repairs.
(5) Core pre-tax, provision earnings is a non-GAAP financial measure. Management believes presentation of this non-GAAP financial measure provides useful supplemental information to investors to analyze the operating results of the Company’s core business. This non-GAAP financial measure is not necessarily comparable to non-GAAP measures that may be presented by other companies. A reconciliation of this non-GAAP financial measures to the most directly comparable GAAP financial measures is provided in the table above.
For the three months ended September 30,
2022
Net interest margin
4.05%
Net interest margin (1)
3.92%
Efficiency ratio
66.5%
Efficiency ratio (core) (2)
61.0%
(1) Net interest margin excludes $1,712,000 in loan discount accretion from the numerator.
(2) Efficiency ratio (core) excludes $265,000 relating to reimbursement of storm expenditures and $7,000 realized losses on sale of securities from noninterest income and $3,521,000 acquisition-related expenses from noninterest expense.
The information provided in this Item 2.02 is preliminary, is based solely on management’s estimates reflecting prelim
Jul 26, 2022
bfbi20220725_8k.htm
false 0001624322
0001624322
2022-07-26 2022-07-26
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): July 26, 2022
(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
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. ☐
2.02 Results of Operations and Financial Condition.
On July 26, 2022, Business First Bancshares, Inc. (“Business First”), the parent company of b1BANK, issued a press release announcing financial results for the quarter ended June 30, 2022. The release also announced that the Board of Directors of Business First declared a dividend on July 26, 2022, in the amount of $0.12 to the shareholders of record of the company on August 15, 2022. The dividend is to be paid on August 31, 2022, or as soon as practicable thereafter. 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.
7.01 Regulation FD Disclosure
On July 26, 2022, 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.
9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
Description of Exhibit
99.1
99.2
104
Press Release of Business First Bancshares, Inc., dated July 26, 2022.
Business First Bancshares, Inc. Investor Presentation, Q2 2022 Results.
Cover Page Interactive Data File (embedded within the Inline XBRL document)
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: July 26, 2022
By:
/s/ David R. Melville, III
David R. Melville, III
President and Chief Executive Officer
Apr 26, 2022
bfbi20220425_8k.htm
false 0001624322
0001624322
2022-04-26 2022-04-26
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): April 26, 2022
(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
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. ☐
2.02
Results of Operations and Financial Condition.
On April 26, 2022, Business First Bancshares, Inc. (“Business First”), the parent company of b1BANK, issued a press release announcing financial results for the quarter ended March 31, 2022. The release also announced that the Board of Directors of Business First declared a dividend on April 26, 2022, in the amount of $0.12 to the shareholders of record of the company on May 15, 2022. The dividend is to be paid on May 31, 2022, or as soon as practicable thereafter. 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.
7.01
Regulation FD Disclosure
On April 26, 2022, 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.
9.01
Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
Description of Exhibit
99.1
Press Release of Business First Bancshares, Inc., dated April 26, 2022.
99.2
Business First Bancshares, Inc. Investor Presentation, Q1 2022 Results.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
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 26, 2022
By:
/s/ David R. Melville, III
David R. Melville, III
President and Chief Executive Officer
Jan 25, 2022
bfbi20220124_8k.htm
false 0001624322
0001624322
2022-01-25 2022-01-25
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): January 25, 2022
(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
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. ☐
2.02 Results of Operations and Financial Condition.
On January 25, 2022, Business First Bancshares, Inc. (“Business First”), the parent company of b1BANK, issued a press release announcing financial results for full-year 2021 and the quarter ended December 31, 2021. The release also announced that the Board of Directors of Business First declared a dividend on January 24, 2022, in the amount of $0.12 to the shareholders of record of the company on February 15, 2022. The dividend is to be paid on February 28, 2022, or as soon as practicable thereafter. 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.
7.01 Regulation FD Disclosure
On January 25, 2022, Business First made available the supplemental information 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.
9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
Description of Exhibit
99.1
99.2
104
Press Release of Business First Bancshares, Inc., dated January 25, 2022.
Business First Bancshares, Inc. Investor Presentation, Fiscal Year 2021 and Q4 2021 Results.
Cover Page Interactive Data File (embedded within the Inline XBRL document)
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: January 25, 2022
By:
/s/ David R. Melville, III
David R. Melville, III
President and Chief Executive Officer
Oct 21, 2021
bfbi20211020_8k.htm
false 0001624322
0001624322
2021-10-20 2021-10-20
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 20, 2021
(Exact name of registrant as specified in its charter)
Louisiana
333-200112
20-5340628
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
500 Laurel Street, Suite 101
Baton Rouge, Louisiana
70801
(Zip Code)
(Address of principal executive offices)
(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 (see General Instruction A.2. below):
☒
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
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
On October 20, 2021, Business First Bancshares, Inc. (“BFST”), a Louisiana corporation and the parent holding company of b1BANK, and Texas Citizens Bancorp, Inc. (“TCBI”), a Texas corporation and the parent holding company of Texas Citizens Bank, National Association, entered into an Agreement and Plan of Reorganization (the “Reorganization Agreement”), pursuant to which TCBI will merge with and into BFST, with BFST being the surviving corporation (the “merger”). Immediately following the merger, Texas Citizens Bank, National Association, will merge with and into b1BANK, with b1BANK surviving the merger.
Under the terms of the Reorganization Agreement, each share of TCBI common stock issued and outstanding immediately prior to the effective time of the merger will be converted into the right to receive a number of shares of BFST common stock equal to 0.7038 plus cash in lieu of any fractional shares. In addition, at the effective time, each TBCI option that is then outstanding will automatically, by virtue of the merger and without any action by the option holder, cease to be outstanding. As consideration, TCBI option holders will receive fully-vested substitute options issued by BFST with economic terms intended to mirror those of the TCBI options. Based on Business First’s closing stock price of $25.30 as of October 19, 2021, the transaction is valued at approximately $52.9 million in the aggregate.
The Reorganization Agreement contains customary representations and warranties and covenants by BFST and TCBI. Included among the covenants contained in the Reorganization Agreement is the obligation of TCBI not to solicit, initiate, encourage or otherwise facilitate any inquiries or other proposals related to, participate in any discussions or negotiations regarding or furnish any nonpublic information related to, any alternative business combination transaction, subject to certain exceptions. In the event that TCBI receives an unsolicited proposal with respect to an alternative business combination transaction that its board of directors determines to be superior to the transaction with BFST, then BFST will have an opportunity to match the terms of such proposal, subject to certain requirements.
The assertions embodied in the representations and warranties contained in the Reorganization Agreement were made solely for purposes of the Reorganization Agreement and may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating terms. Moreover, the representations and warranties are subject to contractual standards of materiality that may be different from what may be viewed as material to shareholders, and the representations and warranties may have been used to allocate risk between BFST and TCBI rather than establishing matters as facts. For the foregoi
This page provides Business First Bancshares Inc. (BFST) earnings call transcripts from SEC 8-K filings along with AI-powered predictions for post-earnings price movements. Our machine learning models analyze historical earnings data, pre-earnings price patterns, volume changes, and volatility to predict 1-day, 5-day, and 20-day returns after each earnings release.
Earnings transcripts are sourced directly from SEC EDGAR filings. Predictions are generated using gradient boosting models trained on BFST's historical earnings reactions. All predicted returns are shown as percentages, and predicted prices are calculated from the closing price at the time of prediction. Past performance does not guarantee future results.