Business First Bancshares, Inc. 8-K

What Happened

• Business First Bancshares, Inc. announced on April 2, 2026 that it sold $85.0 million aggregate principal of 6.50% fixed-to-floating rate subordinated notes due 2036 in a private placement to qualified institutional buyers and accredited investors. The notes pay 6.50% per annum from April 2, 2026 through (but excluding) March 31, 2031, then reset quarterly to three-month SOFR plus 300 basis points from and including March 31, 2031 through (but excluding) April 2, 2036. The notes are unsecured, subordinated, not convertible, and may be redeemed by the company on or after the fifth anniversary of issuance; they are structured to qualify as Tier 2 regulatory capital for the bank group. The company furnished an investor presentation and issued a press release in connection with the offering.

Key Details

• $85.0 million subordinated notes issued; maturity April 2, 2036.
• 6.50% fixed interest from April 2, 2026 to March 31, 2031; thereafter quarterly resets to 3‑month SOFR + 300 bps.
• Proceeds to redeem $66.93 million of outstanding subordinated notes and to provide capital support to b1BANK, support growth, repay borrowings and for general corporate purposes.
• Notes are unsecured, rank junior to senior debt, not convertible, and were sold under Section 4(a)(2) and Rule 506(b) (private placement).

Why It Matters

• This transaction raises regulatory capital (Tier 2) for the bank holding company and its banking subsidiary, supporting capital adequacy and giving the company additional funding for growth and strategic initiatives.
• It increases the company’s interest obligations (approximately $5.5 million of annual interest during the 6.50% fixed period), but also allows the company to retire $66.93M of older subordinated debt.
• The notes are subordinated and unsecured, so they rank behind senior creditors in a liquidation; they are not equity and do not dilute shareholders.