Business First Bancshares, Inc. 8-K

What Happened
Business First Bancshares, Inc. (BFST) announced the closing of its previously announced merger with Progressive Bancorp, Inc. effective January 1, 2026. Under the Reorganization Agreement (dated July 7, 2025), each share of Progressive common stock converted into the right to receive 6.6300 shares of BFST common stock (plus cash in lieu of any fractional shares). Approximately 3,197,185 shares of BFST common stock were issued as consideration. Progressive Bank merged into BFST’s banking subsidiary, b1BANK. The stock issuance was registered on a Form S-4 (declared effective Sept. 16, 2025). BFST issued a press release on Jan. 5, 2026 announcing the closing.

Key Details

• Merger effective date: January 1, 2026; Reorganization Agreement dated July 7, 2025.
• Exchange ratio: 6.6300 BFST shares per Progressive share; total BFST shares issued ~3,197,185.
• Bank-level consolidation: Progressive Bank merged into b1BANK (b1BANK survived).
• Governance change: BFST and b1BANK boards each increased from 16 to 17 members and appointed George W. Cummings III (age 70), former Progressive chairman & CEO, who is deemed independent under Nasdaq rules.

Why It Matters
The transaction combines the two companies’ businesses and resulted in the issuance of roughly 3.2 million BFST shares to Progressive shareholders, which increases BFST’s outstanding share count and is a factor investors should consider when evaluating per-share metrics (e.g., EPS). The merger also adds a former Progressive leader to BFST’s board and consolidates the two banks’ operations under b1BANK. The stock issuance was registered with the SEC, and BFST disclosed the closing via press release on Jan. 5, 2026.