What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-02-26 compared with 2025-03-07 · 52 added, 66 removed, 151 unchanged (44% of the section changed)

5 unchanged sentences

Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.

Based on their evaluation, our principal executive officer and our principal financial officer concluded that, as of the evaluation date, due to the material weakness in our internal control over financial reporting described below, our disclosure controls and procedures were not effective as of December 31, 2024.

However, after giving full consideration to the material weakness described below, management has concluded that the consolidated financial statements included in this Report present fairly, in all material respects, the Company’s financial position, the results of its operations and its cash flows for each of the periods presented in conformity with GAAP.

Previously Reported Material Weakness

As reported in Item 9A of our Annual Report on Form 10-K for the year ended December 31, 2024, we previously reported the identification of a material weakness in our internal control over financial reporting related to design and operation of information technology general controls (“ITGCs”) around change management segregation of duties with respect to certain information technology (“IT”) systems that support our financial reporting process, which we outsourced to a third party service provider.

Management subsequently implemented remediation steps to address the material weakness through (i) an independent audit firm performing agreed upon procedures (“AUP”) testing and confirming the segregation of duty control had been appropriately remediated during the first quarter of 2025, and (ii) our monitoring of the third party service provider’s system during the first and second quarter of 2025 to ensure that no changes occurred with respect to the area of the IT system in which the material weakness was identified.

Additionally, we successfully converted to a new core processing system during the last week of May 2025 and are no longer relying on the previous core processing system.

As a result, we concluded that the previously identified material weakness has been effectively remediated as of June 30, 2025.

Management ’ s Annual Report on Internal Control over Financial Reporting

10 unchanged sentences

Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025, based on the criteria for effective internal control established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.

As permitted by SEC guidance, management excluded from its assessment the operations of Oakwood Bancshares, Inc.

("Oakwood"), which was acquired by us on October 1, 2024, and is described in "Note 3 - Mergers and Acquisitions" of the Notes to Consolidated Financial Statements included in Item 8 in this report.

Oakwood represented 11.0% of our total assets as of December 31, 2024.

Based on the assessment, management determined that the Company’s internal control over financial reporting was not effective as of December 31, 2024 because of the material weakness described below.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable

possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

In January 2025, we identified control deficiencies involving the design and operation of information technology general controls (“ITGCs”) around change management segregation of duties with respect to certain information technology (“IT”) systems that support our financial reporting process, which we have outsourced to a third party service provider.

Specifically, user access controls at our third party service provider lacked sufficient segregation of duties as multiple end users had the ability to both install changes into the production environment and develop application source code via permissions inherited through group membership.

As a result, unauthorized changes could have gone undetected and could have had a direct or indirect impact on some of our financial reporting controls (both automated and manual) that relied on certain system reports.

Through our own testing procedures, we determined no unauthorized changes occurred in the production database during the applicable periods.

Nonetheless, we concluded that the deficiencies constituted a material weakness.

Forvis Mazars, LLP, an independent registered public accounting firm, has issued an unqualified opinion on our financial statements, which states that our consolidated financial statements present fairly, in all material respects, the financial position of the Company, the results of its operations and its cash flows for each of the periods presented in conformity with GAAP.

The effectiveness of our internal control over financial reporting as of December 31, 2024 has also been audited by Forvis Mazars, LLP, an independent registered public accounting firm, as stated in their report which is included herein.

Management’s Remediation Plan

As noted above, during management’s assessment of internal control over financial reporting, a material weakness was identified related to the design and operation of ITGCs at our third party service provider.

As management is responsible for maintaining effective internal control over financial reporting, and for the assessment of the effectiveness of internal control over financial reporting, we understand the importance of developing a remediation plan with our third party service provider that is aligned with management and overseen by the Audit Committee of our Board of Directors.

Management, with the oversight of the Audit Committee of our Board of Directors, is committed to maintaining a strong internal control environment, and has taken, and will continue to take, actions necessary to remediate the material weakness.

The identified material weakness in our internal control over financial reporting will not be considered remediated until the remediated controls operate for a sufficient period of time and can be tested and concluded by management to be designed and operating effectively.

Our remediation efforts include working with our third party service provider to ensure that it has taken steps to address its user access controls that led to the change management segregation of duties deficiencies.

Accordingly, we cannot provide any assurance that our remediation efforts will be successful or that our internal control over financial reporting will be effective as a result of these efforts.

As we continue to evaluate operating effectiveness and monitor improvements to our internal control over financial reporting, we may take additional measures to address control deficiencies or modify our remediation efforts.

In addition, management will report the progress and status of our remediation efforts to the Audit Committee of our Board of Directors on a periodic basis.

Although unrelated to our remediation efforts, it is important to note that prior to the identification of the control deficiencies described above, we had notified our third party service provider of our intent to terminate our existing relationship with them effective as of May 2025, at which time we will transition the applicable services to a new third party service provider.

Based on the assessment, management determined that the Company’s internal control over financial reporting was effective as of December 31, 2025.

The effectiveness of our internal control over financial reporting as of December 31, 2025 has been audited by Forvis Mazars, LLP, an independent registered public accounting firm, as stated in their report which is included herein.

Changes in Internal Control over Financial Reporting

2 unchanged sentences

(a) Not applicable

(b) During the three months ended December 31, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading agreement,” as each term is defined in Item 408(a) of Regulation S-K.

During the three months ended December 31, 2024, the Company did not adopt or terminate any “Rule 10b5-1 trading arrangement” as such term is defined in Item 408(a) of Regulation S-K.

(b) On December 12, 2025, the Company entered into a Joint Rule 10b5-1 /Rule 10b-18 Repurchase Plan Agreement ("Purchase Plan") with Raymond James & Associates, Inc.

The Purchase Plan permits the Company to repurchase up to $2.0 million of its common stock.

The Company is authorized to first begin purchasing common stock pursuant to this Purchase Plan on December 15, 2025, and is set to expire on January 27, 2026.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

11 unchanged sentences

The Independent Registered Accounting Firm is Forvis Mazars, LLP (PCAOB Firm ID No.

686 ) located in Fort Worth, TX .

686 ) located in Birmingham, AL .

Exhibits and Financial Statement Schedules.

17 unchanged sentences

on April 25, 2024).

2.3 Agreement and Plan of Reorganization, dated July 7, 2025, by and between Business First Bancshares, Inc., and Progressive Bancorp, Inc.

(incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Business First Bancshares, Inc.

on July 7, 2025).

3.1 Restated Articles of Incorporation of Business First Bancshares, Inc., adopted October 27, 2022 (incorporated by reference to Exhibit 3.1 of the Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed by Business First Bancshares, Inc.

12 unchanged sentences

hereby agrees to furnish copies of these instruments to the SEC upon request.

10.1+ Amended and Restated Executive Employment Agreement by and between Business First Bank and David R.

Melville, III, dated November 6, 2019 (incorporated by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, filed by Business First Bancshares, Inc.

10.1+ Amended and Restated Executive Employment Agreement, dated October 29, 2025, by and between Business First Bancshares, Inc., b1BANK, and David R.

Melville, III (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by Business First Bancshares, Inc.

on November 4, 2025).

10.2+ Change in Control Agreement, dated November 6, 2019, between Business First Bank and Gregory Robertson (incorporated by reference to Exhibit 10.3 of the Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, filed by Business First Bancshares, Inc.

10.2+ Change in Control Agreement, dated October 29, 2025, by and between Business First Bancshares, Inc., b1BANK, and Gregory Robertson (incorporated by reference to Exhibit 10.

2 of the Current Report on Form 8-K filed by Business First Bancshares, Inc.

on November 4, 2025).

10.3+ Change in Control Agreement, dated November 6, 2019, between Business First Bank and Philip Jordan (incorporated by reference to Exhibit 10.4 of the Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, filed by Business First Bancshares, Inc.

10.3+ Change in Control Agreement, dated October 29, 2025, by and between Business First Bancshares, Inc., b1BANK, and Philip Jordan (incorporated by reference to Exhibit 10.5 of the Current Report on Form 8-K filed by Business First Bancshares, Inc.

on November 4, 2025).

21 unchanged sentences

on March 5, 2021).

10.14+ Change in Control Agreement, dated October 29, 2019, between Business First Bancshares, Inc.

and Keith Mansfield (incorporated by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, filed by Business First Bancshares, Inc.

on August 4, 2022).

10.14+ Change in Control Agreement, dated October 29, 2025, by and between Business First Bancshares, Inc., b1BANK, and Keith Mansfield (incorporated by reference to Exhibit 10.4 of the Current Report on Form 8-K filed by Business First Bancshares, Inc.

on November 4, 2025).

10.15+ Supplemental Executive Retirement Plan Participation Agreement, dated as of January 7, 2021, between b1BANK and Keith Mansfield (incorporated by reference to Exhibit 10.2 of the Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, filed by Business First Bancshares, Inc.

on August 4, 2022).

10.16+ Change in Control Agreement, dated June 23, 2022, between Business First Bancshares, Inc.

and Saundra Strong (incorporated by reference to Exhibit 10.2 of the Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, filed by Business First Bancshares, Inc.

on May 4, 2023).

10.16+ Change in Control Agreement, dated October 29, 2025, between Business First Bancshares, Inc., b1BANK, and Saundra Strong.*

10.17+ Supplemental Executive Retirement Plan Participation Agreement, dated as of April 27, 2023, between b1BANK and Saundra Strong (incorporated by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, filed by Business First Bancshares, Inc.

on May 4, 2023).

10.18+ Change in Control Agreement, dated November 16, 2022, by and among Business First Bancshares, Inc., b1BANK and N.

Jerome Vascocu, Jr.

(incorporated by reference to Exhibit 10.3 of the Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, filed by Business First Bancshares, Inc.

on July 31, 2024).

10.18+ Change in Control Agreement, dated October 29, 2025, by and between Business First Bancshares, Inc., b1BANK, and Norman Jerome Vascocu, Jr.

(incorporated by reference to Exhibit 10.3 of the Current Report on Form 8-K filed by Business First Bancshares, Inc.

on November 4, 2025).

10.19+ Retention Bonus Agreement, dated November 21, 2022, by and among Business First Bancshares, Inc., b1BANK and N.

10 unchanged sentences

and the several purchasers of Series A Preferred Stock named therein (incorporated by reference to Exhibit A to Exhibit 10.1 to the Current Report on Form 8-K filed by Business First Bancshares, Inc., on September 1, 2022).

10.23+ Change in Control Agreement, dated October 29, 2025, between Business First Bancshares, Inc., b1BANK, and Kathryn Manning.*

10.24+ Change in Control Agreement, dated October 29, 2025, between Business First Bancshares, Inc., b1BANK, and Heather Roemer.*

10.25+ Change in Control Agreement, dated October 29, 2025, between Business First Bancshares, Inc., b1BANK, and Donald Chad Carter.*

10.26+ Change in Control Agreement, dated October 29, 2025, between Business First Bancshares, Inc., b1BANK, and Warren McDonald.*

19.1 Insider Trading Policy*

22 unchanged sentences

BUSINESS FIRST BANCSHARES, INC.

March 7, 2025 By:

February 26, 2026 By:

Melville, III

5 unchanged sentences

and we do hereby ratify and confirm all that such person or persons shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on the 7th day of March, 2025.

Signature Title Date

Melville, III Chairman, President, Chief Executive Officer and Director March 7, 2025

Melville, III Chairman, President, Chief Executive Officer and Director February 26, 2026

Melville, III (Principal Executive Officer)

/s/ Gregory Robertson Chief Financial Officer March 7, 2025

/s/ Gregory Robertson Chief Financial Officer February 26, 2026

Gregory Robertson (Principal Financial Officer)

By /s/ James J.

Buquet, III Director March 7, 2025

Calkins Director March 7, 2025

Day Director March 7, 2025

/s/ John Ducrest Director March 7, 2025

Folse Director March 7, 2025

/s/ William Hall Director March 7, 2025

Vernon Johnson Director March 7, 2025

Calkins Director February 26, 2026

/s/ George W.

Cummings III Director February 26, 2026

Day Director February 26, 2026

/s/ John Ducrest Director February 26, 2026

Folse Director February 26, 2026

/s/ William Hall Director February 26, 2026

Vernon Johnson Director February 26, 2026

Vernon Johnson

McCollister, Jr.

Director March 7, 2025

Director February 26, 2026

McCollister, Jr.

/s/ Andrew D.

McLindon Director March 7, 2025

/s/ Patrick E.

Mockler Director March 7, 2025

Mockler Director February 26, 2026

Montgomery, Jr.

Director March 7, 2025

Director February 26, 2026

Montgomery, Jr.

/s/ Arthur J.

Price Director March 7, 2025

/s/ Aimee Quirk Director March 7, 2025

/s/ Zeenat Sidi Director March 7, 2025

/s/ Kenneth Smith Director March 7, 2025

Kenneth Smith

Tillage Director March 7, 2025

Price Director February 26, 2026

/s/ Aimee Quirk Director February 26, 2026

/s/ Alejandro M.

Sanchez Director February 26, 2026

/s/ Zeenat Sidi Director February 26, 2026

Tillage Director February 26, 2026

/s/ Steven G.

White Director March 7, 2025

White Director February 26, 2026

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures