8-K - Business First Bancshares, Inc. | StockGist

AI Analysis

AI-generated analysis. Always verify with the original filing.

Business First Bancshares, Inc. completed a $85.0 million private placement of 6.50% fixed-to-floating rate subordinated notes due 2036 to qualified institutional buyers and accredited investors.

Key Takeaways

1Issued $85.0 million aggregate principal subordinated notes due April 2, 2036, qualifying as Tier 2 capital.

2Fixed rate of 6.50% through March 31, 2031, then floating at three-month SOFR + 300 bps.

3Proceeds to redeem $66.93 million existing subordinated notes, support b1BANK capital, growth, and general corporate purposes.

4Notes are unsecured, subordinated to senior debt, redeemable after fifth anniversary at company option.

5Sold in private placement exempt under Section 4(a)(2) and Rule 506(b) of Securities Act.

Current Report Details

Event Type

Material Agreement

Regulation Fd

Exhibits Only

Disclosure

Mandatory

Variant

8-K

Items Reported

1.01

. | Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. | |---|---| On April 2, 2026,

Material Agreement

$85.0M$66.9M

Source Document

7.01

and Exhibits 99.1 and 99.2 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or in

Regulation Fd

9.01

| Financial Statements and Exhibits. | |---|---| (d) Exhibits | 4.1 | Form of Global Subordinated Note. | |---|---| | 4.2 | Form of Subordinated Note. | |---|

Exhibits Only

Source Document

Transaction Details

Material Agreement

Agreement: Subordinated Note Purchase Agreement
Parties: Business First Bancshares, Inc., certain qualified institutional buyers and accredited investors

•Customary representations and warranties, events of default, affirmative and negative covenants

Debt / Financing

Instrument: 6.50% fixed-to-floating rate subordinated notes
Principal: 85
Rate: 6.50% fixed until March 31, 2031, then three-month SOFR + 300 bps
Maturity: April 2, 2036
Use of Proceeds: Redeem $66.93 million outstanding subordinated notes, provide capital support to b1BANK, support growth, position for strategic opportunities, repay existing borrowings, other general corporate purposes

Exhibits (6)

10.1

EXHIBIT 10.1

4.1

EXHIBIT 4.1

4.2

EXHIBIT 4.2

8-K

FORM 8-K

99.1

EXHIBIT 99.1

99.2

EXHIBIT 99.2