8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 5, 2026 (January 1, 2026)

Business First Bancshares, Inc.

(Exact name of registrant as specified in its charter)

(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:

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

On January 1, 2026, pursuant to the previously announced Agreement and Plan of Reorganization, dated as of July 7, 2025 (the “Reorganization Agreement”), by and between Business First Bancshares, Inc., a Louisiana corporation (“BFST”), and Progressive Bancorp, Inc., a Louisiana corporation (“Progressive”), Progressive merged with and into BFST, with BFST continuing as the surviving corporation (the “Merger”). Immediately after the Merger, Progressive Bank, a Louisiana state-chartered bank and wholly-owned subsidiary of Progressive, 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 Progressive common stock held immediately prior to the effective time of the Merger was converted into the right to receive, without interest, 6.6300 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”).

Further, at the effective time of the Merger, each Progressive restricted stock 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 Progressive common stock underlying such Progressive restricted stock award, without interest.

The total aggregate consideration delivered to holders of Progressive common stock was approximately 3,197,185 shares of BFST common stock. The issuance of shares of BFST common stock in connection with the Merger was registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a Registration Statement on Form S-4 (File No. 333-289858) initially filed by BFST with the U.S. Securities and Exchange Commission (the “SEC”) on August 26, 2025 and declared effective by the SEC on September 16, 2025.

The foregoing description of the Reorganization Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Reorganization Agreement, which was filed as Exhibit 2.1 to BFST’s Current Report on Form 8-K filed with the SEC on July 7, 2025, and is incorporated herein by reference.

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 sixteen (16) to seventeen (17), and appointed Mr. George W. Cummings III to the BFST Board and the Audit Committee of the BFST Board. 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 sixteen (16) to seventeen (17), and appointed Mr. Cummings to the b1BANK Board and the Loan Committee of the b1BANK Board.

The BFST Board determined that Mr. Cummings is an independent director under applicable Nasdaq listing standards. There is no arrangement or understanding between Mr. Cummings 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. Cummings and any of BFST’s other directors or executive officers. Mr. Cummings 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.

Prior to joining BFST and b1BANK, Mr. Cummings (age 70) served as chairman and chief executive officer of Progressive. Mr. Cummings has over 45 years of experience in banking.

On January 5, 2026, 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.

(d) Exhibits.

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.

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Business First Bancshares, Inc. Completes Acquisition of Progressive Bank

BATON ROUGE, La., – January 5, 2026 – Business First Bancshares, Inc. (Nasdaq: BFST) (“Business First”), the holding company for b1BANK, announced today the successful completion of its previously announced acquisition of Progressive Bancorp, Inc. (“Progressive”) and its wholly-owned bank subsidiary, Progressive Bank.

“We love this opportunity to build upon the investments we’ve made for many years in this important part of our footprint,” said Jude Melville, chairman, president and CEO of Business First. “Our teams have known each other for a long time and, given the similar cultural approaches and priorities of our respective organizations, it feels to me very much like coming home. We look forward to contributing to North Louisiana’s success by together serving clients across the region more deeply than either of us could on our own.”

The acquisition increases Business First’s total assets to approximately $8.7 billion with more than $6.6 billion in total loans and $7.2 billion in deposits, and expands b1BANK’s presence across Louisiana, including nine additional North Louisiana locations. As of September 30, 2025, Progressive reported total assets of $752 million, deposits of $669 million and total equity capital of $70 million.

Upon completion of the transaction, George Cummings III, Progressive’s chairman and CEO, joined both the b1BANK and Business First Bancshares, Inc. boards of directors. David Hampton, Progressive’s president, joined b1BANK as vice chairman of the North Louisiana market.

Under the terms of the definitive agreement, Progressive shareholders received shares of Business First common stock and cash in lieu of fractional shares as merger consideration. Additional information regarding the transaction is available in prior disclosures filed with the Securities and Exchange Commission (“SEC”).

Raymond James & Associates, Inc. acted as financial advisor, and Hunton Andrews Kurth LLP served as legal counsel to Business First. Mercer Capital Management, Inc. served as financial advisor, and Munck Wilson Mandala, LLP served as legal counsel to Progressive.

About Business First Bancshares Inc.

As of September 30, 2025, Business First Bancshares, Inc. (Nasdaq: BFST), through its banking subsidiary b1BANK, has $8.0 billion in assets and $5.7 billion in assets under management through b1BANK’s affiliate Smith Shellnut Wilson LLC (SSW), not including $0.9 billion of b1BANK assets managed by SSW. b1BANK operates banking centers and loan production offices in markets across Louisiana and Texas, providing commercial and personal banking products and services. b1BANK is a 2024 Mastercard “Innovation Award” winner and multiyear winner of American Banker Magazine’s “Best Banks to Work For.” Visit b1BANK.com for more information.

Additional Information

For additional information on Business First, you may obtain Business First’s reports that are filed with the SEC free of charge by using the SEC’s EDGAR service on the SEC’s website at www.sec.gov or by contacting the SEC for further information at 1-800-SEC-0330. Alternatively, these documents can be obtained free of charge from Business First by directing a request to: Business First Bancshares, Inc., 500 Laurel Street, Suite 100, Baton Rouge, Louisiana 70801, Attention: Corporate Secretary.