Business First Bancshares Completes Acquisition, Reports Officer Changes

TL;DR

BFBI just bought Fidelity Bancshares and shook up its board/exec team. Big moves!

AI Summary

On October 1, 2024, Business First Bancshares, Inc. announced the completion of its acquisition of Fidelity Bancshares, Inc. The filing also disclosed the departure of directors and officers, the election of new directors, and adjustments to compensatory arrangements for certain officers. Additionally, the company reported on other events and filed financial statements and exhibits related to these changes.

Why It Matters

This filing signals a significant expansion for Business First Bancshares through acquisition, potentially altering its market position and operational scope. Changes in leadership and compensation structures also indicate internal strategic realignments.

Risk Assessment

Risk Level: medium — The acquisition and executive changes introduce integration risks and potential shifts in strategic direction that could impact future performance.

Key Players & Entities

• Business First Bancshares, Inc. (company) — Registrant
• Fidelity Bancshares, Inc. (company) — Acquired Company
• October 1, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $1.00 — ch registered Common Stock , par value $1.00 per share BFST Nasdaq Global Select

Filing Documents

• bfbi20241003_8k.htm (8-K) — 37KB
• ex_729731.htm (EX-99.1) — 9KB
• logo01.jpg (GRAPHIC) — 5KB
• 0001437749-24-030643.txt ( ) — 188KB
• bfst-20241001.xsd (EX-101.SCH) — 3KB
• bfst-20241001_def.xml (EX-101.DEF) — 11KB
• bfst-20241001_lab.xml (EX-101.LAB) — 15KB
• bfst-20241001_pre.xml (EX-101.PRE) — 11KB
• bfbi20241003_8k_htm.xml (XML) — 3KB

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Item 2.01 Completion of Acquisition or Disposition of Assets On October 1, 2024, pursuant to the previously announced Agreement and Plan of Reorganization, dated as of April 25, 2024 (the "Reorganization Agreement"), by and between Business First Bancshares, Inc., a Louisiana corporation ("BFST"), and Oakwood Bancshares, Inc., a Texas corporation ("Oakwood"), Oakwood merged with and into BFST, with BFST continuing as the surviving corporation (the "Merger"). Immediately after the Merger, Oakwood Bank, a Texas banking association and wholly-owned subsidiary of Oakwood, merged with and into b1BANK, a Louisiana state-chartered bank and wholly-owned subsidiary of BFST ("b1BANK"), with b1BANK surviving the merger. Pursuant to the terms of the Reorganization Agreement, each share of Oakwood common stock held immediately prior to the effective time of the Merger was converted into the right to receive, without interest, 0.5112 shares of BFST common stock, as adjusted pursuant to the Reorganization Agreement, plus cash, without interest, in lieu of any fractional shares (collectively, the "Per Share Merger Consideration"). In addition, at the effective time of the Merger, each Oakwood stock option outstanding and unexercised immediately prior to the effective time ceased to represent an option to purchase shares of Oakwood common stock and was 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 of the Merger, each Oakwood restricted stock award and Oakwood restricted stock unit award that was outstanding immediately prior to the effective time was converted 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. The total aggregate consideration

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers At the effective time of the Merger, pursuant to the Reorganization Agreement, the Board of Directors of BFST (the "BFST Board") increased the number of directors of BFST from seventeen (17) to eighteen (18), and appointed Mr. William G. Hall to the BFST Board. As of the date of this filing, Mr. Hall has not been appointed to any of committees of the BFST Board. The BFST Board determined that Mr. Hall is an independent director under applicable Nasdaq listing standards. There is no arrangement or understanding between Mr. Hall and any other person pursuant to which he was selected as a director of BFST or b1BANK, and there is no family relationship between Mr. Hall and any of BFST's other directors or executive officers. Mr. Hall does not have a material interest in any transaction that is required to be disclosed under Item 404(a) of Regulation S-K, other than deposits, loans, and other financial services related transactions with b1BANK made in the ordinary course of business, on substantially the same terms, including interest rates and collateral (where applicable), as those prevailing at the time for comparable transactions with persons not related to BFST or b1BANK, and do not involve more than normal risk of collectability or present other features unfavorable to b1BANK. In addition, at the effective time of the Merger, pursuant to the Reorganization Agreement, the Board of Directors of b1BANK (the "b1BANK Board") increased the number of directors of b1BANK from seventeen (17) to eighteen (18), and appointed Mr. William G. Hall to the b1BANK Board. As of the date of this filing, Mr. Hall has not been appointed to any of committees of the b1BANK Board. Prior to joining BFST and b1BANK, Mr. Hall (age 77) served as chairman of Oakwood. Mr. Hall has over thirty-five years of experience in entrepreneur o

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Item 8.01 Other Events On October 1, 2024, BFST issued a press release announcing the completion of the Merger, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

Financial Statements and Exhibits

Financial Statements and Exhibits (d) Exhibits. Exhibit No. Description 2.1 Agreement and Plan of Reorganization, dated as of April 25, 2024, by and between Business First Bancshares, Inc. and Oakwood Bancshares, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC on April 25, 2024) . 99.1* Press release issued by Business First Bancshares, Inc., dated October 1, 2024. * Furnished, not filed.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: October 3, 2024 BUSINESS FIRST BANCSHARES, INC. By: /s/ David R. Melville, III Name: David R. Melville, III Title: Chairman, President and Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR