8-K - BFST - Equibles

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): October 29, 2025

BUSINESS FIRST BANCSHARES, INC.

(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<br><br> <br>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	BFST	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 ☐

5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Employment Agreement with David R. Melville, III

On October 29, 2025, Business First Bancshares, Inc. (“Business First”) and b1BANK (together with Business First, the “Company”) entered into an Amended and Restated Executive Employment Agreement with David R. Melville, III (the “Employment Agreement”), relating to Mr. Melville’s continued employment as Chairman, President and Chief Executive Officer of Business First and Chairman and Chief Executive Officer of b1BANK. The Employment Agreement amends, restates, supersedes, and replaces the prior Executive Employment Agreement (as amended), dated November 6, 2019, by and between b1BANK and Mr. Melville. A copy of the Employment Agreement is attached hereto as Exhibit 10.1. The following summary of the key provisions of the Employment Agreement is qualified by the full text of the Employment Agreement.

The Employment Agreement with Mr. Melville provides for an initial five-year term, and thereafter the Employment Agreement automatically renews for successive one-year terms unless either the Company or Mr. Melville gives written notice to the other party at least 90 days prior to the end of the term that the agreement will not be renewed. The Employment Agreement provides for Mr. Melville to receive a base salary of not less than $827,500, as well as for Mr. Melville’s participation in benefit plans and incentive bonus plans offered by the Company. Mr. Melville is also entitled to paid vacation, a vehicle allowance, a country club membership, and other customary welfare benefit plan benefits.

If Mr. Melville’s employment is terminated by the Company without cause (as defined in the Employment Agreement) during the term of the agreement or if Mr. Melville terminates his employment for good reason (as defined in the Employment Agreement), he will be entitled to payment of an amount equal to three times the sum of (a) his then current annual base salary, plus (b) his average incentive bonus compensation for the three previous years, plus certain continued benefits. In addition, if Mr. Melville’s employment is involuntarily terminated by the Company other than for cause or if he terminates his employment for good reason, in either case within three months prior to a change in control (as defined in the Employment Agreement) of the Company or within 24 months following such a change in control, Mr. Melville will be entitled to payment of an amount equal to three times the sum of (a) his then current annual base salary, plus (b) his average incentive bonus compensation for the three previous years, plus certain continued benefits, subject to certain limitations to avoid such payments being subject to excise tax under Section 280G and 4999 of the Internal Revenue Code of 1986, as amended.

During the two-year period following the expiration or termination of the Employment Agreement, Mr. Melville has agreed to certain non-solicitation and non-competition terms that inure to the benefit of the Company. The Employment Agreement also contains other customary covenants and conditions.

Change in Control Agreements with Messrs. Robertson, Vascocu, Mansfield, and Jordan

On October 29, 2025, the Company entered into Change in Control Agreements with each of Gregory Robertson, Norman Jerome Vascocu, Jr., Keith Mansfield, and Philip Jordan. The Change in Control Agreements replaced the prior change in control agreements to which Messrs. Robertson, Vascocu, Mansfield, and Jordan were a party. Copies of the change in control agreements are attached hereto as Exhibits 10.2, 10.3, 10.4, and 10.5. The following summary of the key provisions of the change in controls agreements are qualified by the full text of the agreements.

Each change in control agreement generally provides that, in the event the officer is terminated by the Company without cause (as defined in the change in control agreement), or if the officer terminates his employment for good reason (as defined in the change in control agreement), in either case during the period beginning three months before and ending 24 months after a change in control (as defined in the change in control agreement) of the Company, the officer would be due a one-time payment equal to two times (a) the officer’s then current base salary plus (b) the average incentive bonus compensation for the three previous years, plus certain continued benefits. The officers’ rights to such a payment upon a change in control is subject to his compliance, during the two-year period following such change in control, with certain non-solicitation and non-competition terms that inure to the benefit of the Company. In the event the officer is terminated outside of the prescribed period, or if he is terminated with cause or terminates his employment without good reason during the prescribed period, the officer would not be entitled to such payment.

Item 9.01	Financial Statements and Exhibits.

(d) Exhibits

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.
10.2	Change in Control Agreement, dated October 29, 2025, by and between Business First Bancshares, Inc., b1BANK, and Gregory Robertson.
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10.3	Change in Control Agreement, dated October 29, 2025, by and between Business First Bancshares, Inc., b1BANK, and Norman Jerome Vascocu, Jr.
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10.4	Change in Control Agreement, dated October 29, 2025, by and between Business First Bancshares, Inc., b1BANK, and Keith Mansfield.
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10.5	Change in Control Agreement, dated October 29, 2025, by and between Business First Bancshares, Inc., b1BANK, and Philip Jordan.
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104	Cover Page Interactive Data File (embedded within the Inline XBRL Document).
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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, thereunto duly authorized.

Dated: November 4, 2025

BUSINESS FIRST BANCSHARES, INC.
By:	/s/ David R. Melville, III
	David R. Melville, III
	President and Chief Executive Officer

ex_882537.htm

Exhibit 10.1

AMENDED AND RESTATED

EXECUTIVE EMPLOYMENT AGREEMENT

This AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”), dated as of October 29, 2025 (the “Effective Date”), is entered into by and between Business First Bancshares, Inc., b1BANK (Business First Bancshares, Inc. and b1BANK are collectively referred to herein as “the Company”), and David R. Melville III (“Executive”). This Agreement amends, restates, supersedes and replaces, that certain Executive Employment Agreement (as amended), dated November 6, 2019, by and between b1BANK and Executive.

WHEREAS, b1BANK and Executive entered into that certain agreement dated as of August 6, 2009, which b1BANK and Executive amended and restated effective as of November 6, 2019 ("Original Agreement");

WHEREAS, the Company and Executive now desire to amend and restate in its entirety the Original Agreement as set forth in this Agreement to reflect certain substantive changes in the terms and conditions relating to Executive’s employment;

WHEREAS, effective April 1, 2011, Executive was selected to serve as the President and Chief Executive Officer (“CEO”) of the Company;

WHEREAS, effective July 25, 2024, the Board of Directors of the Company elected Executive to serve as Chairman, President and CEO of the Company;

WHEREAS, the Company desires to enter into this Agreement to continue to retain Executive’s services and reflect Executive’s election to the position of Chairman, President and CEO of Business First Bancshares, Inc. and Chairman and CEO of b1BANK, and Executive desires to continue such employment, on the terms and conditions set forth in this Agreement;

WHEREAS, the Company and Executive have read and understood the terms and provisions set forth in this Agreement and have been afforded a reasonable opportunity to review this Agreement with their respective legal counsel.

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth in this Agreement, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Section 1. Employment . The Company hereby agrees to continue to employ Executive as the Chairman, President and CEO of Business First Bancshares, Inc. and Chairman and CEO of b1BANK, and Executive hereby agrees to continue employment on the terms and conditions set forth in this Agreement.

Section 2. Term . The initial term of this Agreement shall commence on the Effective Date and continue until the fifth (5^th^) anniversary of the Effective Date (such period the “Initial Employment Period”), unless earlier terminated as provided Section 6 of this Agreement. Thereafter, unless written notification is given by either party at least ninety (90) days before the expiration of the Initial Employment Period or any subsequent renewal period (each, a “Renewal Employment Period”), this Agreement will automatically renew for one (1) year successive Renewal Employment Periods. For purposes of this Agreement, when the word “Employment Period” is used alone, it collectively refers to the Initial Employment Period and all Renewal Employment Period(s). Unless otherwise acknowledged by each party hereto in writing, a party’s decision not to extend the Employment Period of this Agreement is not considered a termination of Executive’s employment hereunder, unless otherwise expressly stated in writing by either party. In the event of termination of this Agreement by either party, neither party shall have any further obligation to the other party, except as specifically provided in this Agreement.

Section 3. Position and Duties . During the Employment Period, Executive will serve in the position(s) set forth in Section 1 and will report directly to the Board of Directors of the Company (the “Board”). Executive shall perform all services reasonably required by the Board in conformity with the appropriate standards of the banking industry to fully execute the duties and responsibilities associated with Executive’s positions. Executive will devote substantially all of Executive’s working time, attention and energies to the performance of Executive’s duties for the Company. Notwithstanding the above, Executive will be permitted, to the extent such activities do not interfere with the performance by Executive of Executive’s duties and responsibilities under this Agreement, to (i) manage Executive’s personal, financial and legal affairs, and (ii) serve on civic or charitable boards or committees.

Section 4. Place of Performance . Executive’s place of employment will be Baton Rouge, Louisiana, or such other place as the parties may mutually determine.

Section 5. Compensation and Related Matters .

(a) Base Salary. During the Employment Period, the Company will pay Executive a base salary of not less than $827,500 (“Base Salary”) in approximate equal installments in accordance with the Company’s customary payroll practices. Executive’s Base Salary may be increased, but not decreased, pursuant to annual review by the Board. In the event Executive’s Base Salary is increased, the increased amount will then constitute the Base Salary for all purposes of this Agreement.

(b) Annual Incentive Bonus. Executive shall be entitled to participate in an executive bonus plan maintained by the Company. Executive’s annual bonus, if any, shall be subject to the attainment of certain performance goals and metrics as may be established from time to time by the Board.

(i) During the Employment Period, Executive will be entitled to participate in any pension or other retirement benefit plan, incentive bonus, profit sharing, stock option, employee stock ownership, or other plans, benefits and privileges given to similarly situated employees (the “Incentive Plans”), pursuant to the terms of such plans, benefits and privileges. The Company shall not make any changes to the Incentive Plans which would adversely affect Executive’s right or benefits thereunder unless such change occurs pursuant to a program applicable to all similarly situated employees of the Company.

(ii) During the Employment Period, Executive (and Executive’s spouse and/or dependents to the extent provided in the applicable plans and programs) will be entitled to participate in and be covered under all the welfare benefit plans or programs maintained by the Company for the benefit of its similarly situated employees pursuant to the terms of such plans and programs including, without limitation, all medical, life, hospitalization, dental, disability, accidental death and dismemberment and travel accident insurance plans and programs (the “Benefit Plans”). The Company shall not make any changes to the Benefit Plans which would adversely affect Executive’s right or benefits thereunder unless such change occurs pursuant to a program applicable to all similarly situated employees of the Company.

(iii) All employee benefits provided to the Executive by the Company incident to Executive’s employment shall be governed by the applicable plan documents, summary plan descriptions and employment policies, and may be modified, suspended or revoked at any time, in accordance with the terms and provisions of the applicable documents.

(iv) During the Employment Period, the Company shall reimburse Executive for all out-of-pocket costs and expenses incurred by Executive in obtaining an executive physical examination on an annual basis.

(d) Vacation. Executive will be entitled to four (4) weeks of paid vacation annually in accordance with the vacation policies of the Company in effect from time to time. Notwithstanding the foregoing, Executive has accrued 972 hours of accrued unpaid vacation that shall be paid to Executive upon Executive’s separation from service with the Company for any reason.

(e) Reimbursement of Expenses. During the Employment Period, the Company shall promptly pay all reasonable expenses incurred by Executive for all business travel and other reasonable business-related expenses incurred by Executive in performing Executive’s obligations under this Agreement in accordance with the Company’s travel and business expense policy, such expenses to be reviewed by the Board on a periodic basis. The Company may provide Executive with a credit card for Executive’s business-related expenses. Additionally, the Company will provide to, or reimburse Executive for, a cellular telephone and reasonably monthly fees related to the use thereof. Executive shall comply with all applicable limitations and reporting requirements with respect to such expenses as the Board may establish from time to time.

(f) Automobile. During the Employment Period, the Company shall provide Executive with an automobile allowance of not less than $1,118.00 per month and shall also reimburse Executive, on a monthly basis, for all documented gasoline, maintenance and similar expenses.

(g) Country Club. During the Employment Period, the Company shall pay, or reimburse Executive, for all membership initiation fees and monthly membership dues (including any sales tax imposed thereon) on behalf of Executive and Executive’s immediate family at a country club or other dining club, which club must be acceptable to the Board.

(h) Payment, Withholding and Taxes. All payments of salary and other compensation to Executive shall be payable in accordance with, and subject to, the Company’s regular payroll and all other current and future policies and procedures of the Company. The Company shall have the right to deduct from any payment of compensation to Executive any federal, state or local taxes required by law to be withheld with respect to such payments and any other amounts specifically authorized to be withheld or deducted by Executive.

(i) Payment of Accrued Benefits Upon Termination. If Executive’s employment is terminated for any reason, the Company shall, within thirty (30) days following the Date of Termination, pay to Executive or Executive’s estate (A) any Base Salary and accrued vacation pay earned but not yet paid through the Date of Termination, (B) reimbursement for reasonable business expenses incurred, but not paid, prior to the Date of Termination, and (C) any benefits payable under the Incentive Plans (such amounts collectively referred to as the “Accrued Benefits”). If Executive’s employment is terminated due to the Disability of Executive as determined under Section 6(c), the portion of Executive’s Base Salary due shall be reduced by the amount of any benefits received by Executive under any disability policy maintained by the Company under the Benefits Plans. No termination under Section 6 shall terminate or adversely affect any rights of Executive then vested under any Benefits Plan of the Company.

Section 6. Termination .

(a) Notice of Termination. Any termination of Executive’s employment by the Company or by Executive during the Employment Period (other than termination upon Executive’s death) will be communicated by written Notice of Termination to the other party.

(b) Death. Executive’s employment under this Agreement will terminate automatically upon Executive’s death.

(c) Disability. If, as a result of Executive’s Disability (as hereinafter defined), Executive is substantially unable to perform Executive’s duties under this Agreement (with or without reasonable accommodation, as defined under the Americans With Disabilities Act) for an entire period of six (6) consecutive months, and within thirty (30) days after a Notice of Termination (as defined in below) is given by the Company to Executive, Executive does not return to the substantial performance of Executive’s duties on a full-time basis, the Company has the right to terminate Executive’s employment under this Agreement for “Disability,” and such termination will not be a breach of this Agreement by the Company. For purposes of this Agreement, Executive shall not be deemed to be in breach of this Agreement for Executive’s failure to substantially perform Executive’s duties under this Agreement where such failure results because of Executive’s Disability.

(d) Termination by the Company. The Company has the right to terminate Executive’s employment for Cause or without Cause at any time, and such termination will not be a breach of this Agreement by the Company.

(e) Termination by the Executive. Executive has the right to terminate Executive’s employment for Good Reason or without Good Reason at any time, and such termination will not be a breach of this Agreement by the Executive.

(f) Definitions. For purposes of this Agreement:

“Cause” means, with respect to an Executive’s termination of employment by the Company means: (i) performance of any act or failure to perform any act in bad faith and to the detriment of the Company; (ii) dishonesty, intentional misconduct or material breach of any agreement with the Company; or (iii) commission of a crime involving dishonesty, breach of trust, or physical or emotional harm to any person. Whether Cause exists, whether Cause is susceptible to correction and whether Cause has been corrected shall be determined in the sole discretion of the Board.

“Change in Control” means the occurrence of any one of the following:

(i) the consummation of a transaction as a result of which any person becomes the “beneficial owner” (as defined in Rule 13d-3 of the Securities Exchange Act of 1933, as amended (the “Exchange Act”)), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding voting securities. For the purposes of this paragraph (i), the term “person” shall have the same meaning as when used in Sections 13(d) and 14(d) of the Exchange Act but shall exclude:

(1) a trustee or other fiduciary holding securities under an Executive benefit plan of the Company or an affiliate of the Company ;

(2) a corporation or other entity owned directly or indirectly by the shareholders of the Company in substantially the same proportions as their ownership of common stock of the Company;

(3) the Company; and

(4) a corporation or other entity of which at least a majority of its combined voting power is owned directly by the Company;

(ii) the consummation of the sale, lease, transfer or other disposition by the Company of all or substantially all of the assets of either the Company to any third party other than (A) the sale or disposition of all or substantially all of the assets of the Company to a person or persons who beneficially own, directly or indirectly, at least fifty percent (50%) or more of the combined voting power of the outstanding voting securities of the Company at the time of the sale or (B) to a corporation or other entity owned directly or indirectly by the shareholders of the Company in substantially the same proportions as their ownership of the common stock of the consolidation or corporate reorganization which does not result in a Change in Control as defined herein;

(iii) a change in the effective control of the Company which occurs on the date that a majority of members of the Board are replaced during any twelve (12) month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. For the purpose of this paragraph, if any person is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same person will not be considered a Change in Control;

(iv) a complete winding up, liquidation or dissolution of the Company; or

(v) the consummation of a merger or consolidation of the Company with or into any other entity or any other corporate reorganization, other than a merger, consolidation or other corporate reorganization that would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company, or such surviving entity or its parent outstanding immediately after such merger, consolidation or other corporate reorganization.

Notwithstanding any provision of this definition of Change in Control to the contrary, the following transactions shall not constitute a Change in Control for purposes of this Agreement: (A) if the transaction’s sole purpose is to change the legal jurisdiction of the Company's incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the securities of the Company immediately before such transaction, such transaction shall not constitute a Change in Control; or (B) a sale by the Company of its securities in a transaction, the primary purpose of which is to raise capital for the Company’s operations and business activities, including, without limitation, an initial public offering of Shares under the Securities Act or other applicable law shall not constitute a Change in Control.

“Date of Termination” means (i) if Executive’s employment is terminated by Executive’s death, the date of Executive’s death, (ii) if Executive’s employment is terminated due to Disability, thirty (30) days after Notice of Termination, (iii) if Executive’s employment is terminated by Executive without Good Reason, thirty (30) days after a Notice of Termination is given, (iv) if Executive’s employment is terminated by Executive for Good Reason, as provided in the definition of Good Reason below, or (v) if Executive’s employment is terminated for any other reason, the date on which a Notice of Termination is given or any later date (within thirty (30) days after the giving of such Notice of Termination) set forth in such Notice of Termination.

“Disability” means a total and permanent disability as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the “Code”).

“Good Reason” means the Executive’s voluntary termination of employment from the Company due to any of the following conditions, provided that any interpretation of such conditions shall comply with Section 409A of the Code and all applicable guidance thereunder:

(i) a material diminution of Executive’s Base Salary;

(ii) the assignment to Executive of any duties materially and adversely inconsistent with Executive’s status as Chairman and Chief Executive Officer of the Company. Notwithstanding the following, the separation of the roles of Chairman and Chief Executive Officer shall not constitute “good reason” if done so in response to regulatory change, regulatory findings, or a successful shareholder proposal requesting the separation of the two roles;

(iii) a material change in geographic location at which Executive must perform services, for which purpose a material change shall be limited to a relocation of such principal place of employment by more than seventy-five (75) miles;

(iv) any other action or inaction that constitutes a material breach of the terms of this Agreement;

provided that, any of these conditions shall be regarded as “Good Reason” only if (i) Executive actually terminates employment with the Company prior to a date that is one hundred eighty (180) days following the initial existence of the condition described above, and (ii) only if Executive provides the Company with notice of the existence of “Good Reason” within sixty (60) days of the initial existence of the applicable condition and the Company does not remedy that condition within sixty (60) days of such notice from Executive. The foregoing definition of Good Reason is intended to satisfy the safe harbor conditions for a separation from service for Good Reason as described in Treasury Regulation § 1.409A-1(n)(2)(ii), and in all events is intended to satisfy the requirements for a separation from service to be treated as an involuntary separation from service pursuant to Treasury Regulation § 1.409A-1(n)(2)(ii), and should be interpreted and administered in a manner that is consistent with such intent.

“Notice of Termination” means a written notice which indicates the specific termination provision in this Agreement relied upon and sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s employment.

“Qualifying Termination” means the Executive incurs an involuntary termination of employment by the Company other than for Cause, or the Executive terminates employment with the Company (i.e., resignation) for Good Reason.

Section 7. Compensation Upon Termination or During Disability . Upon the termination of Executive’s employment under this Agreement or Executive’s Disability during the Employment Period, the Company will provide Executive with the payments and benefits set forth below, as well as any other rights, compensation and/or benefits as may be due to Executive following such termination to which Executive is otherwise entitled in accordance with the terms and provisions of any plans or programs of the Company. Executive agrees that the Company has the right to deduct any amounts owed by Executive to the Company for any reason, including, without limitation, Executive’s misappropriation of Bank funds, or any amount required to be withheld for tax purposes from the payments set forth in this Section 7.

(a) Termination Without Cause or With Good Reason. If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason, the Company shall pay to Executive (A) the Accrued Benefits, (B) within thirty (30) days after the Date of Termination, a lump-sum payment in an amount equal to three (3) times the sum of (i) Executive’s then current Base Salary plus (ii) the average of Executive’s annual incentive bonus compensation for the three (3) years immediately preceding the termination date (the “Severance Payment”), and (C) continued coverage (the “Continued Coverage”) under any Benefit Plans provided to Executive and Executive’s spouse and dependents at the Date of Termination, with the Company paying the contribution it pays with respect to similarly situated employees during such period in respect of such health care plan or plans; provided that if the Company cannot maintain such coverage under the terms and provisions of the Benefits Plans (or where such continuation would adversely affect the tax status of the Benefits Plans), the Company shall provide the Continued Coverage by either providing substantially identical benefits directly or through an insurance arrangement or by paying Executive the estimated cost of the expected contribution therefor for such period. The Continued Coverage will cease upon the earlier of (i) the twelve (12) month anniversary of the Date of Termination or (ii) the date Executive obtains health care coverage under one or more welfare benefit plans of a subsequent employer that provides for substantially similar or greater benefits to Executive and Executive's spouse and dependents with respect to the specific type of benefit.

(b) Termination for Cause or Without Good Reason. If Executive’s employment is terminated by the Company for Cause or by Executive without Good Reason, the Company shall pay to Executive the Accrued Benefits.

(c) Disability. During any period that Executive fails to perform Executive’s duties under this Agreement as a result of incapacity due to physical or mental illness (“Disability Period”), Executive will continue to receive Executive’s full Base Salary set forth in Section 5(a) until Executive’s employment is terminated pursuant to Section 6(c). In the event Executive’s employment is terminated for Disability pursuant to Section 6(c), the Company will pay the Executive (A) the Accrued Benefits, and (B) provide Executive with disability benefits pursuant to the terms of the Company’s disability programs and/or practices, if any.

(d) Death. If Executive’s employment is terminated by Executive’s death, the Company will, on the next regularly scheduled payroll date following Executive’s death, pay in a lump-sum to Executive’s beneficiary, legal representatives or estate, the Accrued Benefits.

Section 8. Termination in Connection with a Change in Control.

(a) If there occurs a Change in Control and either (x) within three (3) months prior to the Change in Control, or (y) within twenty-four (24) months following the Change in Control, the Executive incurs a Qualifying Termination, then, in addition to all Base Salary, Accrued Benefits and bonuses earned but not yet paid through the Date of Termination, the Company shall pay to the Executive an amount equal to three (3) times the sum of (i) Executive’s then current Base Salary plus (ii) the average of Executive’s annual incentive bonus compensation for the three (3) years immediately preceding the termination date, and the Continued Coverage (as described and paid at the time provided for in Section 8(a) of this Agreement).

(b) Notwithstanding any provision of this Agreement to the contrary, neither the Company nor the Company shall be required to pay any benefit under this Agreement if, upon the advice of counsel, the Company determines that the payment of such benefit would be prohibited by 12 C.F.R. Part 359 or any successor regulations regarding Executive compensation promulgated by any regulatory agency having jurisdiction over the Company, or any of their respective affiliates. If any payments or benefits received or to be received by the Executive in connection with a Change in Control (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement, or otherwise) constitute “parachute payments” within the meaning of Section 280G of the Code and would, but for this Section 8(b), be subject to the excise tax imposed under Section 4999 of the Code according to an independent accounting firm or independent tax counsel, then such payments shall, after application of available reasonable mitigation strategies and techniques, be reduced by the minimum possible amount in a manner that is consistent with the requirements of Section 409A of the Code until no amount payable to the Executive will be subject to excise taxes imposed under Section 4999 of the Code.

Section 9. Non-Disclosure and Confidentiality .

(a) Proprietary Information. Executive acknowledges that, by the nature of Executive’s duties, Executive has had and will continue to have access to and become informed of confidential, proprietary, and highly sensitive information relating to the Company and which is a competitive asset of the Company, including, without limitation, information pertaining to: (i) the identities of the Company’s existing and prospective customers or clients, including names, addresses, credit status, and pricing levels; (ii) the habits and customs of the Company’s existing and prospective customers or clients; (iii) financial information about the Company; (iv) product and systems specifications, concepts for new or improved products and other product or systems data; (v) the identities of, and special skills possessed by, the Company’s employees; (vi) the identities of and pricing information about the Company’s suppliers and vendors; (vii) training programs developed by the Company; (viii) pricing studies, information and analyses; (ix) current and prospective products and inventories; (x) financial models, business projections and market studies; (xi) the Company’s and the Company’s financial results and business conditions; (xii) business plans and strategies; (xiii) special processes, procedures, and services of the Company and its suppliers and vendors; and (xiv) computer programs and software developed by the Company or its consultants (collectively, “Proprietary Information”).

(b) Use of Proprietary Information. Executive agrees not to: (i) use, at any time, any Proprietary Information for Executive’s own benefit and for the benefit of another; or (ii) disclose, directly or indirectly, any Proprietary Information to any person who is not a current employee of the Company, except in the performance of the duties assigned to Executive in this Agreement, at any time prior or subsequent to the termination of Executive’s employment with the Company, except as such disclosure may be required by law. Executive further agrees not to make copies of any Proprietary Information, except in the performance of the duties assigned to Executive in this Agreement.

(c) Recipient Materials. Executive acknowledges that all memoranda, notes, records, reports, manuals, books, papers, letters, client and customer lists, contracts, software programs, information and records, drafts of instructions, guides and manuals, and other documentation (whether in draft or final form), and other sales or financial information and aids relating to the Company’s business, and any and all other documents containing Proprietary Information furnished to Executive by any representative of the Company or otherwise acquired or developed by Executive in connection with Executive’s association with the Company (collectively, “Recipient Materials”) shall at all times be the property of the Company. Within twenty-four (24) hours of the termination of Executive’s employment with the Company, Executive shall return to the Company any Recipient Materials which are in Executive’s possession, custody or control.

Section 10. Non-Solicitation and Non-Competition .

(a) Acknowledgements. Executive acknowledges that the special relationship of trust and confidence between Executive, the Company, and its clients and customers creates a high risk and opportunity for Executive to misappropriate the relationship and goodwill existing between the Company and its clients and customers. Executive further acknowledges and agrees that it is fair and reasonable for the Company to take steps to protect itself from the risk of such misappropriation. Executive further acknowledges that throughout Executive’s employment with the Company, Executive has been and shall continue to be provided with access to and informed of Proprietary Information, which shall enable Executive to benefit from the Company’s and the Company’s goodwill and know-how. Executive acknowledges that it would be inevitable in the performance of Executive’s duties as a director, officer, employee, investor, agent or consultant of any person, association, entity, or company which competes with the Company, or which intends to or may compete with the Company, to disclose and/or use the Proprietary Information, as well as to misappropriate the Company’s and the Company’s goodwill and know-how, to or for the benefit of such other person, association, entity, or company. Executive also acknowledges that, in exchange for the execution of the non-solicitation restrictions and non-competition restrictions set forth in this Section 10, Executive has received substantial, valuable consideration. Executive further acknowledges and agrees that this consideration constitutes fair and adequate consideration for the execution of the non-competition and the non-solicitation restrictions set forth in this Section 10.

(b) Non-Solicitation of Employees. During the twenty-four (24) month period following the Date of Termination (the “Restricted Period”), Executive shall not take any actions, whether on behalf of Executive or Executive’s then current employer or any other person or entity, to hire, solicit, induce or attempt to induce any individual who worked for or was affiliated with the Bank (either as an employee or a contractor) in the twelve (12) month period immediately preceding the Date of Termination, to terminate their employment with the Company, to work for a competitor of the Company or any affiliate of the Company, or to violate any covenants that any such other employee may have with the Company.

(c) Non-Solicitation of Business. During the Restricted Period, the Executive shall not take any actions, directly or indirectly, whether to assist or aid the Executive, the Executive’s then-current employer, or any other person in soliciting business with or attempting to solicit business with, accepting business from, or servicing the persons or entities with whom the Company had a customer relationship during the two (2) year period prior to the Date of Termination.

(d) Non-Competition. During the Employment Period and the Restricted Period, the Executive shall not, whether on behalf of himself or any other entity, engage, directly or indirectly, either as proprietor, stockholder, partner, officer, director, consultant, employee or otherwise, for any entity engaged in a business similar to that of the Company that maintains a location in the Louisiana Parishes and Texas Counties set forth on Exhibit A, which Exhibit A may be amended from time to time by the Company to include any additional parishes and counties in which the Company has a branch banking facility, which amendments will be presented to Executive in writing and will become effective and binding on Executive unless Executive provides a notice of termination of this Agreement on or prior to the fifth (5^th^) business day following the date on which notice of the amendment is duly provided to Executive. Notwithstanding the foregoing, Executive may invest in the securities of any enterprise if (i) such securities are listed on any national or regional securities exchange, (ii) Executive does not beneficially own more than one percent (1%) of the outstanding capital stock of such enterprise, and (iii) Executive does not otherwise participate in the activity of such enterprise. For purposes of this Section 10, Executive acknowledges and agrees that the “business” of the Company and their affiliates involves and relates to extending credit, accepting deposits, and engaging in those other activities permissible for bank holding companies and FDIC-insured financial institutions, either directly or indirectly, through financial or operating subsidiaries and affiliates; that Executive understands and knows the business in which the Company and their affiliates is engaged and the scope, activities and business pursuits involved in the business of the Company and their affiliates; and that the noncompetition and non-solicitation covenants contained in this Section 10 prohibit the Executive from engaging, in any capacity or any position, and from conducting any activities or business similar to that of the Company and their affiliates. As used in this Section 10, “customers” includes, but is not limited to, businesses, persons and entities for whom the Company and their affiliates has extended credit, accepted deposits or provided other financial services, or with whom the Company and their affiliates has had contracts, agreements, arrangements or any type of business, or working relationship. Executive acknowledges and represents that he understands the nature of the customer relationships of the Company and their affiliates and who and what comprises its customers. As used in this Section 10, “the Company and their affiliates” includes any and all predecessor, successor, parent subsidiary and affiliate entities.

(e) Reasonable Restrictions. Executive agrees that the non-competition and non-solicitation restrictions set forth in this Agreement are ancillary to an otherwise enforceable agreement, are supported by independent valuable consideration, and that the limitations as to time, geographical area, and scope of activity to be restrained by this Agreement are reasonable and acceptable, and do not impose any greater restraint than is reasonably necessary to protect the goodwill and other business interests of the Company. Executive agrees that if, at some later date, a court of competent jurisdiction determines that the non-competition and non-solicitation agreements set forth in this Agreement do not meet the criteria set forth by applicable law, this Agreement may be reformed by the court and enforced to the maximum extent permitted under applicable law.

(f) Tolling. In the event the Company shall file a lawsuit in any court of competent jurisdiction alleging a breach of any of the obligations under this Agreement, any time period that Executive is in breach of this Agreement shall be deemed tolled as of the time such lawsuit is filed and shall remain tolled until such dispute finally is resolved

(g) Remedies. It is specifically understood and agreed that any breach of the provisions of this Agreement is likely to result in irreparable injury to the Company and that the remedy at law alone will be an inadequate remedy for such breach, and that in addition to any other remedy it may have, the Company shall be entitled to enforce the specific performance of this Agreement by Executive in any court of competent jurisdiction and to seek both temporary and permanent injunctive relief (to the extent permitted by law) without bond and without liability should such relief be denied, modified or violated. Neither the right to obtain such relief nor the obtaining of such relief shall be exclusive or preclude the Company from any other remedy.

Section 11. Mitigation . Executive will not be required to mitigate amounts payable under this Agreement by seeking other employment or otherwise, and there will be no offset against amounts due Executive under this Agreement on account of subsequent employment except as specifically provided herein.

Section 12. Release . Executive agrees that if Executive’s employment is terminated under circumstances entitling Executive to the Severance Amount and Continued Coverage, in consideration for the payment of the Severance Amount and Continued Coverage, Executive will execute a general release of claims against the Company in a form reasonably acceptable to the Company, through which Executive releases the Company from any and all claims as may relate to or arise out of Executive’s employment relationship (excluding claims Executive may have under any “employee pension plan” as described in Section 3(3) of ERISA or any claims under this Agreement).

Section 13. Indemnification and Insurance . Executive shall be indemnified and held harmless by the Company during the term of this Agreement and following any termination of this Agreement for any reason whatsoever in the same manner as would any similarly situated employee of the Company with respect to acts or omissions occurring prior to (a) the termination of this Agreement or (b) the termination of employment of Executive.

Section 14. Arbitration; Legal Fees and Expenses . The parties agree that Executive’s employment and this Agreement relate to interstate commerce, and that any disputes, claims or controversies between Executive and the Company which may arise out of or relate to Executive’s employment relationship, or this Agreement shall be settled by arbitration. This agreement to arbitrate shall survive the termination of this Agreement. Any arbitration shall be in accordance with the Rules of the American Arbitration Association and undertaken pursuant to the Federal Arbitration Act. Arbitration will be held in Baton Rouge, Louisiana, unless the parties mutually agree on another location. The decision of the arbitrator(s) will be enforceable in any court of competent jurisdiction. The parties agree that no punitive, liquidated or indirect damages shall be awarded by the arbitrator(s). Nothing in this Agreement to arbitrate shall preclude the Company from obtaining injunctive relief from a court of competent jurisdiction prohibiting any ongoing breaches by Executive of this Agreement including, without limitation, violations of Section 9 and Section 10.

Section 15. Agreement Binding on Successors .

(a) The Company’s Successors. The Company shall require any successor (whether direct or indirect, by purchase, merger, reorganization, sale, transfer of stock, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no succession had taken place. As used in this Agreement, the “Company” means the Company, and any successor to the Company’s business and/or assets (by merger, purchase or otherwise) which executes and delivers the agreement provided for in this Section 15 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

(b) Executive’s Successors. No rights or obligations of Executive under this Agreement may be assigned or transferred by Executive other than his rights to payments or benefits under this Agreement, which may be transferred only by will or the laws of descent and distribution. Upon Executive’s death, this Agreement and all rights of Executive under this Agreement shall inure to the benefit of and be enforceable by Executive’s beneficiary or beneficiaries, personal or legal representatives, or estate, to the extent any such person succeeds to Executive’s interests under this Agreement. Executive will be entitled to select and change a beneficiary or beneficiaries to receive any benefit or compensation payable under this Agreement following Executive’s death by giving the Company written notice thereof in a form acceptable to the Company. In the event of Executive’s death or a judicial determination of his incompetence, reference in this Agreement to Executive shall be deemed, where appropriate, to refer to his beneficiary(ies), estate or other legal representative(s). If Executive should die following his Date of Termination while any amounts would still be payable to him under this Agreement if he had continued to live, unless otherwise provided, all such amounts shall be paid in accordance with the terms of this Agreement to such person or persons so appointed in writing by Executive, or otherwise to his legal representatives or estate.

Section 16. 409A Compliance . The Parties intend for the payments and benefits under this Agreement to be exempt from Code section 409A (“Section 409A”) or, if not so exempt, to be paid or provided in a manner that complies with the requirements of such section and intend that this Agreement will be construed and administered in accordance with such intention. If any payments or benefits due to Executive hereunder would cause the application of an accelerated or additional tax under Section 409A, such payments or benefits will be restructured in a manner that does not cause such an accelerated or additional tax. To the extent any amount payable to Executive is subject to Executive’s entering into a release of claims with the Company and any such amount is a deferral of compensation under Section 409A which amount could be payable in either of two taxable years, and the timing of such payment is not subject to terms and conditions under another plan, program or agreement of the Company that otherwise satisfies Section 409A, such payments will be made or commence, as applicable, on January 15 (or any later date that is not earlier than 8 days after the date that the release becomes irrevocable) of such later taxable year and will include all payments that otherwise would have been made before such date. In no event whatsoever will the Company be liable for any tax, interest or penalties that may be imposed on Executive under Section 409A or have any obligation to indemnify or otherwise hold Executive harmless from any and all such taxes, interest or penalties, or liability for any damages related thereto. Executive acknowledges that Executive has been advised to obtain independent legal, tax or other related counsel in connection with Section 409A and taxation.

Section 17. Restrictions Upon Funding. The Bank shall have no obligation to set aside, earmark or entrust any fund or money with which to pay its obligations under this Agreement. Executive or any successor-in-interest to Executive shall be and remain simply a general creditor of the Company in the same manner as any other creditor having a general unsecured claim. For purposes of the Code, the Company intends this Agreement to be an unfunded, unsecured promise to pay on the part of the Company. For purposes of Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Company intends that this Agreement not be subject to ERISA. If it is deemed subject to ERISA, it is intended to be an unfunded arrangement for the benefit of a select member of management, who is a highly compensated employee of the Company for the purpose of qualifying this Agreement for the “top hat” plan exception under sections 201(2), 301(a)(3) and 401(a)(1) of ERISA. At no time shall Executive have or be deemed to have any lien or right, title or interest in or to any specific investment or to any assets of the Company. If the Company elects to invest in a life insurance, disability or annuity policy upon the life of Executive, Executive shall assist the Company by freely submitting to a physical examination and supplying such additional information necessary to obtain such insurance or annuities.

Section 18. Notice . For the purposes of this Agreement, notices, demands and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered either personally or by United States certified or registered mail, return receipt requested, postage prepaid, to the addresses of such parties as of the date of the Agreement or such address as any party may have furnished to the others in writing in accordance with this Agreement, except that notices of change of address shall be effective only upon receipt.

Section 19. Amendment and Waiver. No provision of this Agreement may be amended, modified, or waived unless agreed to in writing and signed by Executive and by a duly authorized officer of the Company. No waiver by either party of any breach by the other party of any condition or provision of this Agreement shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

Section 20. Construction . The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Louisiana without regard to its conflicts of law principles. The section headings in this Agreement are for convenience of reference only, and they form no part of this Agreement and will not affect its interpretation.

Section 21. Severability . The invalidity or unenforceability of any provision or provisions of this Agreement will not affect the validity or enforceability of any other provision of this Agreement, which will remain in full force and effect.

Section 22. Counterparts . This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original but all of which together will constitute one and the same instrument.

Section 23. Entire Agreement . Except as provided elsewhere herein, this Agreement sets forth the entire agreement of the parties with respect to its subject matter and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party to this Agreement with respect to such subject matter. In the event the terms of this Agreement conflict with the terms of any other agreement between the Company and Executive, the terms of this Agreement shall govern and control.

Section 24. Voluntary Agreement. The Parties acknowledge that each has carefully read this agreement, that each has had an opportunity to consult with his or its attorney concerning the meaning, import and legal significance of this Agreement, that each understands its terms, that all understandings and agreements between Executive and the Company relating to the subjects covered in this Agreement are contained in it, and that each has entered into the Agreement voluntarily and not in reliance on any promises or representations by the other than those contained in this Agreement.

Section 25. Survival of Obligations . The respective rights and obligations of the parties under this Agreement, including the obligations contained in Section 5(i), and Section 7 through Section 24, shall survive Executive’s termination of employment and the termination of this Agreement to the extent necessary for the intended preservation of such rights and obligations.

[Signature Page Follows]

[Signature Page to Amended and Restated Executive Employment Agreement]

IN WITNESS WHEREOF, the parties have executed this Agreement effective the date first above written.

EXECUTIVE:
By:	/s/ David R. Melville III
	David R. Melville III
BUSINESS FIRST BANCSHARES, INC.:
By:	/s/ Mark Folse
	Mark Folse – Lead Director
b1BANK:
By:	/s/ Mark Folse
	Mark Folse – Lead Director

Exhibit A

Louisiana Parishes

Acadia	Claiborne	Jefferson Davis	Point Coupee	Saint Tammany
Ascension	De Soto	Lafayette	Red River	Tangipahoa
Assumption	East Carroll	Lafourche	Richland	Terrebonne
Beauregard	East Feliciana	Lincoln	Saint Charles	Union
Bienville	Easton Baton Rouge	Livingston	Saint Helena	Vermilion
Bossier	Franklin	Madison	Saint James	Washington
Caddo	Iberia	Morehouse	Saint John the Baptist	Webster
Calcasieu	Iberville	Orleans	Saint Landry	West Baton Rouge
Caldwell	Jackson	Ouachita	Saint Martin	West Carroll
Cameron	Jefferson	Plaquemine	Saint Mary	West Feliciana

Texas Counties

Collin	Dallas	Denton	Ellis	Kaufman
Rockwall	Tarrant	Harris	Fort Bend	Montgomery
Scurry

ex_882538.htm

Exhibit 10.2

CHANGE IN CONTROL AGREEMENT

This Change in Control Agreement (“Agreement”) is made and entered into effective as of October 29, 2025 by and among Business First Bancshares, Inc., a Louisiana corporation and registered bank holding company (“BFST”), Business First Bank, a Louisiana chartered bank and wholly-owned subsidiary of BFST with its principal office in Baton Rouge, Louisiana (the “Bank”), and Gregory Robertson (the “Executive”).

WITNESSETH :

WHEREAS, the Executive is an officer of BFST and/or the Bank;

WHEREAS, the boards of directors of BFST and the Bank (the “Boards”), without the Executive’s participation in its deliberations, recognizes that the possibility of a Change in Control (as hereinafter defined) of BFST or the Bank exists or may exist in the future, and that the prospect or the occurrence of a Change in Control can result in significant distractions of its key management personnel because of the uncertainties inherent in such a situation;

WHEREAS, the Boards believe that it is beneficial to diminish the distraction of the Executive by virtue of the personal uncertainties and risks created by a potential Change in Control, and has determined that it is in the best interest of BFST, its stockholders and the Bank for the services of the Executive to be retained in the event of an occurrence of a Change in Control and to provide for the Executive’s continued dedication and efforts in such event without undue concern for the Executive’s personal financial and employment security; and

WHEREAS, to induce the Executive to remain employed with BFST and/or the Bank, particularly in the event of a threat or the occurrence of a Change in Control, BFST and the Bank desire to enter into this Agreement with the Executive to provide the Executive with certain benefits in the event of a Change in Control.

NOW, THEREFORE, for and in consideration of the premises and the mutual covenants and agreements contained herein, BFST, the Bank and the Executive hereby agree as follows:

ARTICLE 1

DEFINITIONS

1.1 Definitions. The following terms shall have the definitions set forth below for purposes of this Agreement.

(a)****“Base Salary” means the Executive’s annual base salary from BFST and/or the Bank, as applicable, excluding bonuses, commissions, incentive, and all other remuneration for services rendered to BFST, the Bank or their respective affiliates thereof, and prior to reduction for any salary contributions to a plan established pursuant to Code section 125, Code section 409A, or Code section 401(k).

(b)****“Cause” means, with respect to an Executive’s termination of employment by BFST or the Bank means: (i) performance of any act or failure to perform any act in bad faith and to the detriment of BFST or the Bank; (ii) dishonesty, intentional misconduct or material breach of any agreement with BFST or the Bank; or (iii) commission of a crime involving dishonesty, breach of trust, or physical or emotional harm to any person. Whether Cause exists, whether Cause is susceptible to correction and whether Cause has been corrected shall be determined in the sole discretion of the Boards.

Exhibit 10.2

(c)****“Change in Control” means the occurrence of any of the following events:

(i) the consummation of a transaction as a result of which any person becomes the “beneficial owner” (as defined in Rule 13d-3 of the Securities Exchange Act of 1933, as amended (the “Exchange Act”)), directly or indirectly, of securities of BFST or the Bank representing fifty percent (50%) or more of the total voting power represented by BFST’s or the Bank’s then outstanding voting securities. For the purposes of this paragraph (i), the term “person” shall have the same meaning as when used in Sections 13(d) and 14(d) of the Exchange Act but shall exclude:

(A) a trustee or other fiduciary holding securities under an Executive benefit plan of BFST or an affiliate of BFST (including, without limitation, the Bank);

(B) a corporation or other entity owned directly or indirectly by the shareholders of BFST in substantially the same proportions as their ownership of common stock of BFST;

(D) a corporation or other entity of which at least a majority of its combined voting power is owned directly by BFST;

(ii) the consummation of the sale, lease, transfer or other disposition by BFST or the Bank of all or substantially all of the assets of either BFST or the Bank to any third party other than (A) the sale or disposition of all or substantially all of the assets of BFST to a person or persons who beneficially own, directly or indirectly, at least fifty percent (50%) or more of the combined voting power of the outstanding voting securities of BFST at the time of the sale or (B) to a corporation or other entity owned directly or indirectly by the shareholders of BFST in substantially the same proportions as their ownership of the common stock of the consolidation or corporate reorganization which does not result in a Change in Control as defined herein;

(iii) a change in the effective control of BFST which occurs on the date that a majority of members of the Board is replaced during any twelve (12) month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. For the purpose of this paragraph, if any person is considered to be in effective control of BFST, the acquisition of additional control of BFST by the same person will not be considered a Change in Control;

(iv) a complete winding up, liquidation or dissolution of BFST or the Bank; or

Exhibit 10.2

(v) the consummation of a merger or consolidation of BFST or the Bank with or into any other entity or any other corporate reorganization, other than a merger, consolidation or other corporate reorganization that would result in the voting securities of BFST or the Bank outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of BFST or the Bank, or such surviving entity or its parent outstanding immediately after such merger, consolidation or other corporate reorganization, but excluding any series of transactions that the Administrator determines shall not be a Change in Control.

Notwithstanding any provision of this Section 1(b) to the contrary, the following transactions shall not constitute a Change in Control for purposes of this Agreement: (A) if the transaction’s sole purpose is to change the legal jurisdiction of BFST's or the Bank’s incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the securities of BFST or the Bank immediately before such transaction, such transaction shall not constitute a Change in Control; or (B) a sale by BFST of its securities in a transaction, the primary purpose of which is to raise capital for BFST’s or the Bank’s operations and business activities, including, without limitation, an initial public offering of shares under the Securities Act or other applicable law shall not constitute a Change in Control.

(d) “Code” means the Internal Revenue Code of 1986, as amended.

(e)****“Disability” means a total and permanent disability as defined in Section 22(e)(3) of the Code.

(f)****“Good Reason” means the occurrence of any of the following, in each case without the Executive's written consent:

(i) a material reduction in the Executive's base salary;

(ii) a material change in the geographic location of the Executive's principal place of employment; for this purpose, a material change shall be limited to a relocation of such principal place of employment by more than seventy-five (75) miles;

(iii) any material breach by BFST or the Bank of any material provision of any material agreement between the Executive and BFST and/or the Bank, as applicable;

(iv) a material, adverse change in the Executive's authority, duties, or responsibilities (other than temporarily while the Executive is physically or mentally incapacitated or as required by applicable law); or

(v) a material, adverse change in the authority, duties, or responsibilities of the supervisor to whom the Executive is required to report.

In each case, the Executive cannot terminate the Executive's employment for Good Reason without first giving written notice to the Boards of the existence of the circumstances providing grounds for termination for Good Reason and giving BFST and the Bank at least sixty (60) days from the date on which such notice is provided to cure such circumstances. If the Executive does not provide such notice within sixty (60) days after the first occurrence of the applicable grounds, or if the Executive does not actually terminate employment within one hundred eighty (180) days after the first occurrence of the applicable grounds, then the Executive will be deemed to have waived his or her right to terminate for Good Reason with respect to such grounds. The foregoing definition of Good Reason is intended to satisfy the safe harbor conditions for a separation from service for Good Reason as described in Treasury Regulation § 1.409A-1(n)(2)(ii), and in all events is intended to satisfy the requirements for a separation from service to be treated as an involuntary separation from service pursuant to Treasury Regulation § 1.409A-1(n)(2)(ii), and should be interpreted and administered in a manner that is consistent with such intent.

Exhibit 10.2

(g) “Qualifying Termination” means the Executive incurs an involuntary termination of employment by BFST and/or the Bank, as applicable, other than for Cause, or the Executive terminates employment with BFST and/or the Bank (i.e., resignation) for Good Reason.

ARTICLE 2

CHANGE IN CONTROL BENEFITS

2.1 If there occurs a Change in Control and either (x) within three (3) months prior to the Change in Control, or (y) within twenty-four (24) months following the Change in Control, the Executive incurs a Qualifying Termination, then, in addition to all base salary and bonuses earned but not yet paid through the applicable date, the Executive shall be entitled to the payments described below from the Bank:

(a) a cash lump-sum amount equal to two (2) times the amount of the Executive’s then current Base Salary plus the average annual bonus received by the Executive for the three calendar years preceding the date of the Change in Control (the “Change in Control Payment”), with such Change in Control Payment to be paid not later than thirty (30) days following the date the applicable event set forth in Section 2.1 above occurs; and

(b) from the date the events set forth in Section 2.1 above occur, pay the monthly premium for eighteen (18) months for the Executive to maintain and continue, without interruption, the Executive’s (and, if applicable, the Executive’s family) health and medical benefits coverage (the “COBRA Benefits”) under the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended.

2.2 Notwithstanding any provision of this Agreement to the contrary, neither BFST nor the Bank shall be required to pay any benefit under this Agreement if, upon the advice of counsel, BFST or the Bank determines that the payment of such benefit would be prohibited by 12 C.F.R. Part 359 or any successor regulations regarding Executive compensation promulgated by any regulatory agency having jurisdiction over BFST, the Bank or any of their respective affiliates. If any payments or benefits received or to be received by the Executive in connection with a Change in Control (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement, or otherwise) constitute “parachute payments” within the meaning of Section 280G of the Code and would, but for this Section 2.2, be subject to the excise tax imposed under Section 4999 of the Code according to an independent accounting firm or independent tax counsel, then such payments shall be reduced by the minimum possible amount in a manner that is consistent with the requirements of Section 409A of the Code until no amount payable to the Executive will be subject to excise taxes imposed under Section 4999 of the Code.

2.3 Receipt of the Change in Control Payment and the COBRA Benefits is subject to the Executive’s compliance with the restrictive covenants set forth in Exhibit A to this Agreement, which Exhibit A is a part of and incorporated by reference into this Agreement.

ARTICLE 3

CONFIDENTIALITY

The Executive, BFST and the Bank agree that the terms of this Agreement as well as the discussions preliminary to, or relating to, this Agreement will be kept strictly confidential, except to accountants, legal counsel and other professional consultants and advisors engaged by Executive, and except as disclosure is required by law or deemed appropriate by counsel to BFST and the Bank.

Exhibit 10.2

ARTICLE 4

AMENDMENT AND TERMINATION OF AGREEMENT

This Agreement may be amended or terminated only by a written agreement executed by BFST, the Bank (or their respective successors) and the Executive. This Agreement will terminate automatically upon the earliest to occur of the following: (a) the Executive’s termination of employment for any reason more than three (3) months prior to a Change in Control; (b) the Executive’s voluntary termination of employment other than for Good Reason, or the Executive’s involuntary termination of Employment for Cause, in each case within three (3) months before, in connection with, or within twenty-four (24) months following a Change in Control, or (c) the completion of payment of the Change in Control Payment and the COBRA Benefits provided for in Section 2.1 of this Agreement.

ARTICLE 5

GENERAL

5.1 Severability. If any term or other provision of this Agreement is held to be illegal, invalid or unenforceable by any rule of law or public policy, (a) such term or provision will be fully severable and this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision were not a part hereof; (b) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by such illegal, invalid or unenforceable provision or by its severance from this Agreement; and (c) there will be added automatically as a part of this Agreement a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and still be legal, valid and enforceable without decreasing the Executive’s right hereunder. If any provision of this Agreement is so broad as to be unenforceable, the provision will be interpreted to be only as broad as is enforceable.

5.2 Successors; Binding Agreement. This Agreement shall be binding upon and shall inure to the benefit of BFST, the Bank, their respective successors and assigns, and each of BFST and the Bank shall require any successors and assigns to expressly assume and agree to perform this Agreement in the same manner and to the same extent that BFST and the Bank would be required to perform it if no such succession or assignment had taken place. Neither this Agreement nor any right or interest hereunder shall be assignable or transferable by the Executive, his beneficiaries or legal representatives, except by will or by the laws of descent and distribution, in which case, the Agreement may be enforceable only to the extent provided herein.

5.3 Non-exclusivity of Rights. Nothing in this Agreement shall prevent or limit the Executive’s continuing or future participation in any benefit, bonus, incentive or other plans, programs, policies or practices provided by BFST or the Bank and for which the Executive may qualify, nor shall anything herein limit or otherwise affect such rights as the Executive may have under any other agreements with BFST or the Bank.

5.4 Full Satisfaction; Waiver and Release. As a condition to receiving the payments and benefits hereunder, the Executive shall execute a document in customary form, releasing and waiving any and all claims, causes of actions and the like against BFST, the Bank and their respective successors, stockholders, officers, trustees, agents and Executives, regarding all matters relating to the Executive’s service as an Executive of BFST and/or the Bank or any affiliates thereof and the termination of such relationship. Such claims include, without limitation, any claims arising under Age Discrimination in Employment Act of 1967, as amended (the “ADEA”); Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991, as amended; the Equal Pay Act of 1962; the American Disabilities Act of 1990; the Family Medical Leave Act, as amended; the Employee Retirement Income Security Act of 1974, as amended; or any other federal, state or local statute or ordinance, but exclude any claims that arise out of an asserted breach of the terms of this Agreement or current or future claims related to the matters described in this Section 5.4.

Exhibit 10.2

5.5 Section 409A. This Agreement is intended to comply with Section 409A of the Code or an exemption thereunder and shall be construed and administered in accordance with Section 409A of the Code. Any payments under this Agreement that may be excluded from Section 409A of the Code either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A of the Code to the maximum extent possible. Any payments to be made under this Agreement upon a termination of employment shall only be made upon a "separation from service" under Section 409A of the Code.

5.6 No Guaranty of Employment. Nothing in this Agreement shall be construed as constituting a commitment, guarantee, agreement or understanding of any kind or nature that BFST and/or the Bank shall continue to employ, retain or engage the Executive. This Agreement shall not affect in any way the right of BFST and/or the Bank to terminate the employment or engagement of the Executive at any time and for any reason whatsoever and to remove the Executive from any position with BFST and/or the Bank.

5.7 APPLICABLE LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF EACH OF THE PARTIES SUBJECT TO THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF LOUISIANA WITHOUT REGARD TO THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS.

5.8 Entire Agreement. This Agreement constitutes the full understanding of the parties, a complete allocation of risks between them and a complete and exclusive statement of the terms and conditions of their agreement relating to the subject matter hereof and supersedes any and all prior agreements, whether written or oral, that may exist between the parties with respect thereto.

5.9 Multiple Counterparts. For the convenience of the parties hereto, this Agreement may be executed in one or more counterparts, each of which will be deemed an original, and all counterparts hereof so executed by the parties hereto, whether or not such counterpart will bear the execution of each of the parties hereto, will be deemed to be, and will be construed as, one and the same Agreement. A telecopy or facsimile transmission of a signed counterpart of this Agreement will be sufficient to bind the party or parties whose signature(s) appear thereon.

5.10 Waiver. No term or condition of this Agreement shall be deemed to have been waived, nor shall there be any estoppel to enforce any provision of this Agreement, except by written instrument signed by the party charged with such waiver or estoppel.

[signature page follows]

Exhibit 10.2

IN WITNESS WHEREOF, Business First Bancshares, Inc., Business First Bank, and the Executive have executed this Change in Control Agreement effective October 29, 2025.

EXECUTIVE:
By:	/s/ Gregory Robertson
	Gregory Robertson
BUSINESS FIRST BANCSHARES, INC.:
By:	/s/ David R. Melville
	David R. Melville – Chairman & CEO
b1BANK:
By:	/s/ David R. Melville
	David R. Melville – Chairman & CEO

Exhibit 10.2

Exhibit A

RESTRICTIVE COVENANTS

ARTICLE 1

Non-Disclosure and Confidentiality

1.1 Proprietary Information. Executive acknowledges that, by the nature of Executive’s duties, Executive has had and will continue to have access to and become informed of confidential, proprietary, and highly sensitive information relating to BFST and the Bank and which is a competitive asset of BFST and the Bank, including, without limitation, information pertaining to: (i) the identities of the Bank’s existing and prospective customers or clients, including names, addresses, credit status, and pricing levels; (ii) the habits and customs of the Bank’s existing and prospective customers or clients; (iii) financial information about BFST and the Bank; (iv) product and systems specifications, concepts for new or improved products and other product or systems data; (v) the identities of, and special skills possessed by, the Bank’s employees; (vi) the identities of and pricing information about the Bank’s suppliers and vendors; (vii) training programs developed by the Bank; (viii) pricing studies, information and analyses; (ix) current and prospective products and inventories; (x) financial models, business projections and market studies; (xi) BFST’s and the Bank’s financial results and business conditions; (xii) business plans and strategies; (xiii) special processes, procedures, and services of the Bank and its suppliers and vendors; and (xiv) computer programs and software developed by the Bank or its consultants (collectively, “Proprietary Information”).

1.2 Use of Proprietary Information. Executive agrees not to: (i) use, at any time, any Proprietary Information for Executive’s own benefit and for the benefit of another; or (ii) disclose, directly or indirectly, any Proprietary Information to any person who is not a current employee of the Bank, except in the performance of the duties assigned to Executive by the Bank, at any time prior or subsequent to the termination of Executive’s employment with the Bank, except as such disclosure may be required by law. Executive further agrees not to make copies of any Proprietary Information, except in the performance of the duties assigned to Executive by the Bank.

1.3 Recipient Materials. Executive acknowledges that all memoranda, notes, records, reports, manuals, books, papers, letters, client and customer lists, contracts, software programs, information and records, drafts of instructions, guides and manuals, and other documentation (whether in draft or final form), and other sales or financial information and aids relating to the Bank’s business, and any and all other documents containing Proprietary Information furnished to Executive by any representative of the Bank or otherwise acquired or developed by Executive in connection with Executive’s association with the Bank (collectively, “Recipient Materials”) shall at all times be the property of the Bank. Within twenty-four (24) hours of the termination of Executive’s employment with the Bank, Executive shall return to the Bank any Recipient Materials which are in Executive’s possession, custody or control.

Exhibit 10.2

ARTICLE 2

Non-Solicitation and Non-Competition

2.1 Acknowledgements. Executive acknowledges that the special relationship of trust and confidence between Executive, the Bank, and its clients and customers creates a high risk and opportunity for Executive to misappropriate the relationship and goodwill existing between the Bank and its clients and customers. Executive further acknowledges and agrees that it is fair and reasonable for the Bank to take steps to protect itself from the risk of such misappropriation. Executive further acknowledges that throughout Executive’s employment with the Bank, Executive has been and shall continue to be provided with access to and informed of Proprietary Information, which shall enable Executive to benefit from BFST’s and the Bank’s goodwill and know-how. Executive acknowledges that it would be inevitable in the performance of Executive’s duties as a director, officer, employee, investor, agent or consultant of any person, association, entity, or company which competes with BFST or the Bank, or which intends to or may compete with BFST or the Bank, to disclose and/or use the Proprietary Information, as well as to misappropriate BFST’s and the Bank’s goodwill and know-how, to or for the benefit of such other person, association, entity, or company. Executive also acknowledges that, in exchange for the execution of the non-solicitation restrictions and non-competition restrictions set forth in this Exhibit A, Executive has received substantial, valuable consideration. Executive further acknowledges and agrees that this consideration constitutes fair and adequate consideration for the execution of the non-competition and the non-solicitation restrictions set forth in this Exhibit A.

2.2 Non-Solicitation of Employees. During the twenty four (24) month period following the Change in Control (the “Restricted Period”), Executive shall not take any actions, whether on behalf of Executive or Executive’s then current employer or any other person or entity, to hire, solicit, induce or attempt to induce any individual who worked for or was affiliated with the Bank (either as an employee or a contractor) in the twelve (12) month period immediately preceding the Change in Control, to terminate their employment with the Bank, to work for a competitor of the Bank or any affiliate of the Bank, or to violate any covenants that any such other employee may have with the Bank.

2.3 Non-Solicitation of Business. During the Restricted Period, the Executive shall not take any actions, directly or indirectly, whether to assist or aid the Executive, the Executive’s then-current employer, or any other person in soliciting business with or attempting to solicit business with, accepting business from, or servicing the persons or entities with whom the Bank had a customer relationship during the two (2) year period prior to the Change in Control.

2.4 Non-Competition. During the period of employment and the Restricted Period, the Executive shall not, whether on behalf of himself or any other entity, engage, directly or indirectly, either as proprietor, stockholder, partner, officer, director, consultant, employee or otherwise, for any entity engaged in a business similar to that of BFST and the Bank that maintains a location in the Louisiana Parishes and Texas Counties set forth on Schedule 2.4 of this Exhibit A, which Schedule 2.4 may be amended from time to time by the Bank to include any additional parishes and counties in which the Bank has a branch banking facility, which amendments will be presented to Executive in writing and will become effective and binding on Executive unless Executive provides a notice of termination of this Agreement on or prior to the fifth (5^th^) business day following the date on which notice of the amendment is duly provided to Executive. Notwithstanding the foregoing, Executive may invest in the securities of any enterprise if (i) such securities are listed on any national or regional securities exchange, (ii) Executive does not beneficially own more than one percent (1%) of the outstanding capital stock of such enterprise, and (iii) Executive does not otherwise participate in the activity of such enterprise. For purposes of this Exhibit A, Executive acknowledges and agrees that the “business” of BFST and the Bank and their affiliates involves and relates to extending credit, accepting deposits, and engaging in those other activities permissible for bank holding companies and FDIC-insured financial institutions, either directly or indirectly, through financial or operating subsidiaries and affiliates; that Executive understands and knows the business in which BFST and the Bank and their affiliates is engaged and the scope, activities and business pursuits involved in the business of BFST and the Bank and their affiliates; and that the noncompetition and non-solicitation covenants contained in this Exhibit A prohibit the Executive from engaging, in any capacity or any position, and from conducting any activities or business similar to that of BFST and the Bank and their affiliates. As used in this Exhibit A, “customers” includes, but is not limited to, businesses, persons and entities for whom BFST and the Bank and their affiliates has extended credit, accepted deposits or provided other financial services, or with whom BFST and the Bank and their affiliates has had contracts, agreements, arrangements or any type of business, or working relationship. Executive acknowledges and represents that he understands the nature of the customer relationships of BFST and the Bank and their affiliates and who and what comprises its customers. As used in this Exhibit A, “BFST and the Bank and their affiliates” includes any and all predecessor, successor, parent subsidiary and affiliate entities.

Exhibit 10.2

2.5 Reasonable Restrictions. Executive agrees that the non-competition and non-solicitation restrictions set forth in this Exhibit A are ancillary to an otherwise enforceable agreement, are supported by independent valuable consideration, and that the limitations as to time, geographical area, and scope of activity to be restrained by this Exhibit A are reasonable and acceptable, and do not impose any greater restraint than is reasonably necessary to protect the goodwill and other business interests of the Bank. Executive agrees that if, at some later date, a court of competent jurisdiction determines that the non-competition and non-solicitation agreements set forth in this Exhibit A do not meet the criteria set forth by applicable law, this Exhibit A may be reformed by the court and enforced to the maximum extent permitted under applicable law.

2.6 Tolling. In the event BFST or the Bank shall file a lawsuit in any court of competent jurisdiction alleging a breach of any of the obligations under this Exhibit A, any time period that Executive is in breach of this Exhibit A shall be deemed tolled as of the time such lawsuit is filed and shall remain tolled until such dispute finally is resolved.

2.7 Remedies. It is specifically understood and agreed that any breach of the provisions of this Exhibit A is likely to result in irreparable injury to BFST and the Bank and that the remedy at law alone will be an inadequate remedy for such breach, and that in addition to any other remedy it may have, BFST and the Bank shall be entitled to enforce the specific performance of this Exhibit A by Executive in any court of competent jurisdiction and to seek both temporary and permanent injunctive relief (to the extent permitted by law) without bond and without liability should such relief be denied, modified or violated. Neither the right to obtain such relief nor the obtaining of such relief shall be exclusive or preclude BFST and the Bank from any other remedy.

Schedule 2.4

Louisiana Parishes

Acadia	Claiborne	Jefferson Davis	Point Coupee	Saint Tammany
Ascension	De Soto	Lafayette	Red River	Tangipahoa
Assumption	East Carroll	Lafourche	Richland	Terrebonne
Beauregard	East Feliciana	Lincoln	Saint Charles	Union
Bienville	Easton Baton Rouge	Livingston	Saint Helena	Vermilion
Bossier	Franklin	Madison	Saint James	Washington
Caddo	Iberia	Morehouse	Saint John the Baptist	Webster
Calcasieu	Iberville	Orleans	Saint Landry	West Baton Rouge
Caldwell	Jackson	Ouachita	Saint Martin	West Carroll
Cameron	Jefferson	Plaquemine	Saint Mary	West Feliciana

Texas Counties

Collin	Dallas	Denton	Ellis	Kaufman
Rockwall	Tarrant	Harris	Fort Bend	Montgomery
Scurry

ex_882539.htm

Exhibit 10.3