Form 8-K - Current report

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): February 1, 2024

BUSINESS FIRST BANCSHARES, INC.

(Exact name of registrant as specified in its charter)

Louisiana	001-38447	20-5340628
(State of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
500 Laurel Street, Suite 101 Baton Rouge, Louisiana		70801 (Zip Code)
(Address of principal executive offices)

(225) 248-7600

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ 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 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. ☐

Item 7.01

Regulation FD Disclosure.

On February 1, 2024, Business First Bancshares, Inc. (“Business First”), the parent company of b1BANK, issued a press release announcing the signing and closing of its acquisition of Waterstone LSP, LLC, a Texas limited liability company. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

The information in this Item 7.01, including Exhibit 99.1, is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, unless specifically identified therein as being incorporated therein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Number

Exhibit

99.1	Press Release of Business First Bancshares, Inc., dated February 1, 2024

104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BUSINESS FIRST BANCSHARES, INC.

By:		/s/ David R. Melville, III
Name:		David R. Melville, III
Title:		President and Chief Executive Officer

Date: February 1, 2024

Exhibit 99.1

500 Laurel Street,

Baton Rouge, LA 70801

Phone: 877.614.7600

FOR IMMEDIATE RELEASE

February 1, 2024

Misty Albrecht

b1BANK

225.286.7879

Misty.Albrecht@b1BANK.com

Business First Bancshares, Inc. Announces Acquisition of Waterstone LSP, LLC

Baton Rouge, La. (Jan. 31, 2024) – Business First Bancshares, Inc. (Business First) (Nasdaq: BFST), the holding company for b1BANK announced today the signing of a definitive agreement to acquire Waterstone LSP, LLC (Waterstone).

Waterstone was founded in 2012 by Mark Danford and Anthony Parrino to work hand-in-hand with community banks and small business owners to implement and manage the U.S. Small Business Administration’s (SBA) loan programs.

“We have worked closely, for a number of years, with Waterstone and have been impressed with their deep understanding of both small businesses and the community banks that serve them,” said b1BANK President and CEO, Jude Melville. “With the integration of Waterstone, we look forward to more seamlessly providing SBA-focused alternatives to our core bank clients while also equipping our community bank partners around the country to more comprehensively serve their clients.”

Waterstone is headquartered in Katy, Texas and offers community banks and small businesses a range of SBA lending services including planning, pre-qualification, packaging, closing and disbursements, servicing, and liquidations.

“From inception we have been dedicated to building partnerships with our clients because they are not just another number to us. After working with the bank, it was clear to us that b1BANK has the same relationship-based approach to serving clients,” said Waterstone President and CEO, Mark Danford. “This merger will provide both teams with opportunities to expand into new markets and provide our clients with additional finance options,” said Waterstone Chief Financial Officer, Anthony Parrino.

Waterstone will operate as a subsidiary of b1BANK and will report through Chief Administrative Officer, Jerry Vascocu. “We are thrilled to welcome the Waterstone team and expand the line of products and services we offer through our Financial Institutions Group (FIG),” said Vascocu.

Alston & Bird, LLP acted as legal advisor to b1BANK, while Brunini, Grantham, Grower & Hewes, PLLC advised Waterstone.

About Business First Bancshares, Inc.

As of December 31, 2023, Business First Bancshares, Inc., (Nasdaq: BFST) through its banking subsidiary b1BANK, has $6.6 billion in assets, $6.0 billion in assets under management through b1BANK’s affiliate Smith Shellnut Wilson, LLC (SSW) (excludes $0.9 billion of b1BANK assets managed by SSW) and operates Banking Centers and Loan Production Offices in markets across Louisiana and the Dallas and Houston, Texas areas, providing commercial and personal banking products and services. Commercial banking services include commercial loans and letters of credit, working capital lines and equipment financing, and treasury management services. b1BANK was awarded #1 Best-In-State Bank, Louisiana, by Forbes and Statista, and is a multiyear winner of American Banker’s “Best Banks to Work For.” Visit b1BANK.com for more information.

Special Note Regarding Forward-Looking Statements

Certain statements contained in this release may not be based on historical facts and are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements may be identified by their reference to a future period or periods or by the use of forward-looking terminology such as “anticipate,” “believe,” “estimate,” “expect,” “may,” “might,” “will,” “would,” “could,” or “intend.” We caution you not to place undue reliance on the forward-looking statements contained in this news release, in that actual results could differ materially from those indicated in such forward-looking statements as a result of a variety of factors, including those factors specified in our Annual Report on Form 10-K and other public filings. We undertake no obligation to update these forward-looking statements to reflect events or circumstances that occur after the date of this news release.

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Document And Entity Information	Feb. 01, 2024
Document Information [Line Items]
Entity, Registrant Name	BUSINESS FIRST BANCSHARES, INC.
Document, Type	8-K
Document, Period End Date	Feb. 01, 2024
Entity, Incorporation, State or Country Code	LA
Entity, File Number	001-38447
Entity, Tax Identification Number	20-5340628
Entity, Address, Address Line One	500 Laurel Street, Suite 101
Entity, Address, City or Town	Baton Rouge
Entity, Address, State or Province	LA
City Area Code	225
Local Phone Number	248-7600
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	BFST
Security Exchange Name	NASDAQ
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0001624322