Item 9A. Controls and Procedures
ITEM 9A. Controls and Procedures.
Disclosure Controls and Procedures
Our management, including our principal executive officer and our principal financial officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2025. Our disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, to allow timely decisions regarding required disclosure. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures. 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 effective as of December 31, 2025.
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
Management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is a process designed under the supervision of our principal executive officer and our principal financial officer to provide reasonable assurance regarding the reliability of the financial reporting and preparation of our financial statements for external purposes in accordance with GAAP. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.
The Company’s internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use, or disposition of the Company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
136
Table of Contents
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.
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
There were no significant changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the year ended December 31, 2025, that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
ITEM 9B. Other Information.
(a) Not applicable
(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.
ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
137
Table of Contents
PART III
ITEM 10. Directors, Executive Officers and Corporate Governance.
The information called for by this item is incorporated herein by reference from our Definitive Proxy Statement for our Annual Meeting of Shareholders tentatively being held on May 21, 2026, or an Amended Annual Report on Form 10-K/A containing such information, a copy of which will be filed with the SEC within 120 days of the end of the fiscal year ended December 31, 2025.
ITEM 11. Executive Compensation.
The information called for by this item relating to security ownership of certain beneficial owners and management is incorporated herein by reference from our Definitive Proxy Statement for our Annual Meeting of Shareholders tentatively being held on May 21, 2026, or an Amended Annual Report on Form 10-K/A containing such information, a copy of which will be filed with the SEC within 120 days of the end of the fiscal year ended December 31, 2025.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.
The information called for by this item is incorporated herein by reference from our Definitive Proxy Statement for our Annual Meeting of Shareholders tentatively being held on May 21, 2026, or an Amended Annual Report on Form 10-K/A containing such information, a copy of which will be filed with the SEC within 120 days of the end of the fiscal year ended December 31, 2025.
ITEM 13. Certain Relationships and Related Transactions, and Director Independence.
The information called for by this item is incorporated herein by reference from our Definitive Proxy Statement for our Annual Meeting of Shareholders tentatively being held on May 21, 2026, or an Amended Annual Report on Form 10-K/A containing such information, a copy of which will be filed with the SEC within 120 days of the end of the fiscal year ended December 31, 2025.
ITEM 14. Principal Accountant Fees and Services.
The information called for by this item is incorporated herein by reference from our Definitive Proxy Statement for our Annual Meeting of Shareholders tentatively being held on May 21, 2026, or an Amended Annual Report on Form 10-K/A containing such information, a copy of which will be filed with the SEC within 120 days of the end of the fiscal year ended December 31, 2025. The Independent Registered Accounting Firm is Forvis Mazars, LLP (PCAOB Firm ID No. 686 ) located in Birmingham, AL .
138
Table of Contents
PART IV
ITEM 15. Exhibits and Financial Statement Schedules.
(a) List of documents filed as part of this Report
(1) Financial Statements
The following financial statements are included in Item 8 of this Report:
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets
Consolidated Statements of Income
Consolidated Statements of Comprehensive Income
Consolidated Statements of Changes in Shareholders’ Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
(2) Financial Statement Schedules
Financial statement schedules are omitted either because they are not required or are not applicable, or because the required information is shown in the financial statements or notes thereto.
(3) Exhibits
Number Description
2.1 Agreement and Plan of Reorganization, dated October 20, 2021, by and between Business First Bancshares, Inc., and Texas Citizens Bancorp, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Business First Bancshares, Inc. on October 21, 2021).
2.2 Agreement and Plan of Reorganization, by and between Business First Bancshares, Inc., and Oakwood Bancshares, Inc., dated April 25, 2024 (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Business First Bancshares, Inc. 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. on November 3, 2022).
3.2 Amended and Restated Bylaws of Business First Bancshares, Inc., adopted April 23, 2020 (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed by Business First Bancshares, Inc. on April 28, 2020).
4.1 Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-4 filed by Business First Bancshares, Inc. on November 12, 2014).
4.2 Form of Series A Preferred Stock (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).
4.3 Description of Securities Registered under Section 12 of the Exchange Act (incorporated by reference to Exhibit 4.3 included in the Annual Report on Form 10-K for the year ended December 31, 2023, filed by Business First Bancshares, Inc. on March 2, 2023).
139
Table of Contents
Instruments defining the rights of the long-term debt securities of Business First Bancshares, Inc. and its subsidiaries are omitted pursuant to section (b)(4)(iii)(A) of Item 601 of Regulation S-K. Business First Bancshares, Inc. hereby agrees to furnish copies of these instruments to the SEC upon request.
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 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 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).
10.4+ Business First Bancshares 2006 Stock Option Plan (“2006 Stock Option Plan”) (incorporated by reference to Exhibit 10.5 to the Registration Statement on Form S-4 filed by Business First Bancshares, Inc. on November 12, 2014).
10.5+ Form of Incentive Stock Option Award Agreement under 2006 Stock Option Plan (incorporated by reference to Exhibit 10.6 to the Registration Statement on Form S-4 filed by Business First Bancshares, Inc. on November 12, 2014).
10.6+ Form of Incentive Stock Option Award Agreement (As Amended), under 2006 Stock Option Plan (incorporated by reference to Exhibit 10.7 to the Registration Statement on Form S-4 filed by Business First Bancshares, Inc. on November 12, 2014).
10.7+ Amendment No. 1 to the 2006 Stock Option Plan, dated December 17, 2007 (incorporated by reference to Exhibit 10.9 to Amendment No. 2 to Form S-4 Registration Statement filed by Business First Bancshares, Inc. on February 5, 2015).
10.8+ Business First Bancshares, Inc., 2017 Equity Incentive Plan (as amended) (incorporated by reference to Appendix A included in the Definitive Additional Materials to the Definitive Proxy Statement on Form DEF 14A filed by Business First Bancshares, Inc., dated as of April 28, 2022, and filed May 3, 2022).
10.9+ Business First Bancshares, Inc., 2024 Equity Incentive Plan (incorporated by reference to Appendix A included in the Definitive Proxy Statement filed by Business First Bancshares, Inc. on April 10, 2024).
10.10+ Supplemental Executive Retirement Plan, adopted as of August 1, 2009, by Business First Bank (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Business First Bancshares, Inc. on January 13, 2021).
10.11+ Supplemental Executive Retirement Plan Participation Agreement, dated as of January 7, 2021, between b1BANK and Gregory Robertson (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Business First Bancshares, Inc. on January 13, 2021).
10.12+ Supplemental Executive Retirement Plan Participation Agreement, dated as of October 20, 2009, between b1BANK and David R. Melville, III (incorporated by reference to Exhibit 10.16 to the Annual Report on Form 10-K filed by Business First Bancshares, Inc. on March 5, 2021).
10.13+ Supplemental Executive Retirement Plan Participation Agreement, dated as of October 20, 2009, between b1BANK and Philip Jordan (incorporated by reference to Exhibit 10.17 to the Annual Report on Form 10-K filed by Business First Bancshares, Inc. on March 5, 2021).
140
Table of Contents
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 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 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. Jerome Vascocu, Jr. (incorporated by reference to Exhibit 10.4 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).
10.20+ Supplemental Executive Retirement Plan Participation Agreement, dated February 28, 2023, between b1BANK and N. Jerome Vascocu, Jr. (incorporated by reference to Exhibit 10.5 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).
10.21+ b1BANK Deferred Compensation Plan (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K, filed by Business First Bancshares, Inc. on December 12, 2024).
10.22+ Form of Securities Purchase Agreement by and among Business First Bancshares, Inc. 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*
21.1 List of subsidiaries of Business First Bancshares, Inc.*
23.1 Consent of Forvis Mazars, LLP*
24.1 Power of Attorney (contained on the signature page hereto).*
31.1 Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
31.2 Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
141
Table of Contents
32.1 Certifications of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
97.1 Clawback Policy (incorporated by reference to Exhibit 97.1 to the Annual Report on Form 10-K filed by Business First Bancshares, Inc. on March 1, 2024).
101.INS Inline XBRL Instance Document*
101.SCH Inline XBRL Taxonomy Extension Schema Document*
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document*
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document*
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
_________________________
* Filed herewith.
** Furnished herewith, and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act.
+ Represents a management contract or a compensatory plan or arrangement.
ITEM 16. Form 10-K Summary.
None.
142
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
BUSINESS FIRST BANCSHARES, INC.
February 26, 2026 By: /s/ David R. Melville, III
David R. Melville, III
Chairman, President and Chief Executive Officer
The undersigned directors and officers do hereby constitute and appoint David R. Melville, III and Gregory Robertson and either of them, our true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, to do any and all acts and things in our name and behalf in our capacities as directors and officers, and to execute any and all instruments for us and in our names in the capacities indicated below, that such person may deem necessary or advisable to enable Business First Bancshares, Inc. to comply with the Securities Exchange Act of 1934 and any rules, regulations and requirements of the Securities and Exchange Commission in connection with this Annual Report on Form 10-K for the fiscal year ended December 31, 2025, including specifically, but not limited to, power and authority to sign for us, or any of us, in the capacities indicated below, any and all amendments hereto; 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 26th day of February, 2026.
Signature Title Date
By: /s/ David R. Melville, III Chairman, President, Chief Executive Officer and Director February 26, 2026
David R. Melville, III (Principal Executive Officer)
By: /s/ Gregory Robertson Chief Financial Officer February 26, 2026
Gregory Robertson (Principal Financial Officer)
By: /s/ Carol M. Calkins Director February 26, 2026
Carol M. Calkins
By: /s/ George W. Cummings III Director February 26, 2026
George W. Cummings III
By: /s/ Ricky D. Day Director February 26, 2026
Ricky D. Day
By: /s/ John Ducrest Director February 26, 2026
John Ducrest
By: /s/ Mark P. Folse Director February 26, 2026
143
Table of Contents
Mark P. Folse
By: /s/ William Hall Director February 26, 2026
William Hall
By: /s/ J. Vernon Johnson Director February 26, 2026
J. Vernon Johnson
By: /s/ Rolfe H. McCollister, Jr. Director February 26, 2026
Rolfe H. McCollister, Jr.
By: /s/ Patrick E. Mockler Director February 26, 2026
Patrick E. Mockler
By: /s/ David A. Montgomery, Jr. Director February 26, 2026
David A. Montgomery, Jr.
By: /s/ Arthur J. Price Director February 26, 2026
Arthur J. Price
By: /s/ Aimee Quirk Director February 26, 2026
Aimee Quirk
By: /s/ Alejandro M. Sanchez Director February 26, 2026
Alejandro M. Sanchez
By: /s/ Zeenat Sidi Director February 26, 2026
Zeenat Sidi
By: /s/ Keith A. Tillage Director February 26, 2026
Keith A. Tillage
By: /s/ Steven G. White Director February 26, 2026
Steven G. White
144