10-K: Business First Bancshares Reports Strong 2025 Growth

Sentiment:

Annual Report


Business First Bancshares, Inc. announced significant financial growth in 2025, driven by increased net income and strategic acquisitions, despite a rise in nonperforming loans.

Capital raiseIssued $72.0 million in 7.50% fixed-to-floating rate non-cumulative perpetual preferred stock on September 1, 2022, structured to qualify as additional Tier 1 capital.Issued 3,973,134 shares of common stock to former shareholders of Oakwood Bancshares, Inc. upon its acquisition on October 1, 2024.Issued 3,192,367 shares of common stock to former shareholders of Progressive Bancorp, Inc. upon its acquisition on January 1, 2026.
Better than expectedNet income available to common shareholders increased by 38.1% to $82.5 million.Diluted earnings per common share rose to $2.79 from $2.26.Return to common shareholders on average assets improved to 1.05% from 0.86%.Return to common shareholders on average common equity increased to 10.59% from 9.54%.Book value per common share grew by 13.5% to $27.95.Net interest income increased by 20.1% to $273.2 million.Capital ratios (Tier 1 Leverage, CET1, Tier 1 Risk-based, Total Risk-based) all improved year-over-year.

Summary

  • Total assets increased by 4.6% to $8.2 billion as of December 31, 2025, from $7.9 billion in 2024.
  • Total loans held for investment grew by 3.5% to $6.2 billion as of December 31, 2025, compared to $6.0 billion in 2024.
  • Total deposits increased by 2.9% to $6.7 billion as of December 31, 2025, from $6.5 billion in 2024.
  • Net income available to common shareholders rose by 38.1% to $82.5 million for the year ended December 31, 2025, up from $59.7 million in 2024.
  • Diluted earnings per common share increased to $2.79 for 2025, compared to $2.26 for 2024.
  • Net interest income for 2025 was $273.2 million, a 20.1% increase from $227.4 million in 2024.
  • The ratio of nonperforming loans to total loans held for investment increased to 1.24% in 2025, from 0.42% in 2024.
  • The allowance for credit losses was 0.94% of total loans held for investment in 2025, a decrease from 0.98% in 2024.
  • Book value per common share increased by 13.5% to $27.95 as of December 31, 2025, from $24.62 in 2024.
  • Capital ratios for Business First Bancshares (consolidated) improved, with Tier 1 Leverage at 10.08%, Common Equity Tier 1 at 9.94%, Tier 1 Risk-based at 11.00%, and Total Risk-based Capital at 12.93% in 2025.
  • The company completed the acquisition of Oakwood Bancshares, Inc. on October 1, 2024, issuing 3,973,134 shares of common stock.
  • The company sold its Kaplan banking center on April 4, 2025, resulting in a gain of $3.4 million.
  • A material weakness in internal control over financial reporting related to IT general controls was effectively remediated as of June 30, 2025.
  • The company repurchased 150,504 shares of its common stock for $3.7 million under a new stock repurchase program approved on October 28, 2025.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a positive report, driven by strong financial growth and strategic acquisitions, despite a notable increase in nonperforming loans that warrants careful monitoring.

Positives

  • Net income available to common shareholders increased significantly by 38.1% to $82.5 million.
  • Diluted earnings per common share rose to $2.79, a substantial improvement from the prior year.
  • Return on average assets for common shareholders improved to 1.05% from 0.86%.
  • Return on average common equity for common shareholders increased to 10.59% from 9.54%.
  • Book value per common share grew by 13.5% to $27.95.
  • Net interest income increased by 20.1% to $273.2 million.
  • All regulatory capital ratios (Tier 1 Leverage, CET1, Tier 1 Risk-based, Total Risk-based) for both the company and b1BANK improved and exceeded well-capitalized thresholds.
  • Successful completion of the Oakwood Bancshares, Inc. acquisition in October 2024, contributing to asset and deposit growth.
  • Realized a $3.4 million gain from the sale of the Kaplan banking center.
  • Recognized a $630,000 gain on the extinguishment of $7.0 million in subordinated debt.
  • Successfully remediated a previously identified material weakness in internal control over financial reporting related to IT general controls as of June 30, 2025.
  • Approved a new stock repurchase program authorizing up to $30.0 million in common stock repurchases, with $3.7 million already executed in 2025.

Negatives

  • The ratio of nonperforming loans to total loans held for investment increased significantly to 1.24% in 2025 from 0.42% in 2024.
  • Total nonperforming assets increased to $89.7 million in 2025 from $30.5 million in 2024, primarily due to one residential real estate lending relationship, four commercial and construction real estate loans, four commercial loans, and two other real estate owned properties.
  • Net charge-offs increased to $11.71 million in 2025 from $4.49 million in 2024.
  • The allowance for credit losses as a percentage of total loans held for investment decreased to 0.94% in 2025 from 0.98% in 2024, despite the increase in nonperforming loans.
  • Net unrealized loss on investment securities was approximately $42.2 million as of December 31, 2025.

Risks

  • Weak economic conditions in the U.S. and local market areas (Louisiana, Dallas/Fort Worth, Houston) could adversely affect customers' ability to repay loans and the value of collateral.
  • Geographic concentration in Louisiana, Dallas/Fort Worth, and Houston magnifies the consequences of regional economic downturns, particularly in the real estate and energy sectors.
  • Significant competition from larger regional and national institutions and non-bank competitors could impair growth, decrease profitability, or result in market share loss.
  • Reliance on the executive management team and other key employees, with an unexpected loss of service potentially having an adverse effect.
  • Inability to adequately measure and limit credit risk, especially in commercial loans, could lead to unexpected losses.
  • Exposure to commercial real estate loans, which typically involve higher credit risk and repayment dependence on property income, is significant (52.5% of loan portfolio).
  • Negative changes in the economy affecting real estate values and liquidity could impair the value of collateral securing real estate loans.
  • A large portion of the loan portfolio is comprised of commercial loans secured by receivables, inventory, equipment, or other commercial collateral, which can deteriorate in value.
  • The portfolio contains a number of large loans to certain borrowers, and deterioration in these relationships could significantly impact asset quality.
  • The allowance for credit losses may prove to be insufficient to absorb losses inherent in the loan portfolio, especially under the CECL model's reliance on macroeconomic forecasts.
  • Small-to-midsized business customers, a primary focus, may have fewer resources to weather adverse business developments.
  • Increased borrowing against unfunded credit commitments, especially during challenging economic environments, could adversely affect liquidity.
  • Damage to the company's reputation could lead to loss of customers and hinder new customer acquisition.
  • Inability to maintain historical growth rates or effectively manage anticipated growth and expansion through de novo branching.
  • Future acquisitions could expose the company to financial, execution, and operational risks, including integration challenges and unknown liabilities.
  • Interest rate shifts could adversely affect net interest income, asset valuations, and expense expectations.
  • Susceptibility to hurricanes and other natural disasters in operating markets could disrupt operations and increase credit losses.
  • Disruptions in the secondary mortgage market could reduce operating income from residential mortgage loan resales.
  • New lines of business, products, or enhancements may subject the company to additional risks and may not be successful.
  • A lack of liquidity could impair the ability to fund operations, and access to funding sources may be limited or more expensive.
  • Concentration of deposit accounts with state and local municipalities (11.3% of total deposits) poses risk due to seasonal fluctuations and interest rate sensitivity.
  • The fair value of investment securities can fluctuate due to factors outside of control, leading to unrealized losses.
  • Failure to maintain an effective system of disclosure controls and procedures and internal control over financial reporting could lead to inaccurate financial reporting or fraud.
  • Financial results depend on management's selection of accounting methods, assumptions, and estimates, which are inherently subjective.
  • Continuing need for technological change and potential operational challenges in implementing new technology.
  • Reliance on third parties for key business infrastructure components, with potential for disruptions.
  • Losses, regulatory action, or reputational harm due to fraudulent and negligent acts by loan applicants, employees, and vendors.
  • Unauthorized access, cyber-crime, and other threats to data security may require significant resources and harm reputation.
  • Environmental liability risk associated with lending activities and ownership of real estate.
  • Claims and litigation pertaining to intellectual property.
  • Goodwill impairment could require charges to earnings.
  • Operating in a highly regulated environment imposes compliance costs and stringent capital requirements, with risks of noncompliance.
  • Federal and state banking agencies periodically conduct examinations, and failure to comply with supervisory actions could have adverse effects.
  • New activities and expansion require regulatory approvals, which may restrict growth.
  • Risk of noncompliance and enforcement action with the Bank Secrecy Act and other anti-money laundering statutes.
  • Noncompliance with consumer protection and fair lending laws could lead to sanctions.
  • Federal, state, and local consumer lending laws may restrict mortgage loan origination or increase liability.
  • Potential limitations on incentive compensation may adversely affect the ability to attract and retain high-performing employees.
  • Increases in FDIC insurance premiums could adversely affect earnings.
  • The Federal Reserve may require the company to commit capital resources to support the Bank.
  • Commercial real estate lending guidance impacts operations and capital requirements.
  • Laws regarding privacy, information security, and protection of personal information could lead to litigation or regulatory sanctions.
  • The market price of common stock may be subject to substantial fluctuations.
  • Future sales or availability of substantial amounts of common stock could adversely affect the prevailing market price.
  • The rights of common shareholders are subordinate to outstanding subordinated notes and preferred stock.
  • The dividend policy may change without notice, and future ability to pay dividends is subject to restrictions.
  • Corporate governance documents and certain laws could make a takeover more difficult.
  • An investment in common stock is not an insured deposit and is subject to risk of loss.

Future Outlook

The company's business strategy emphasizes continued organic growth, supplemented by opportunistic market expansion along the I-10/12 and I-20 corridors, East Texas, and into the Jackson and Gulfport/Biloxi, Mississippi markets, as well as growing existing markets in Dallas/Fort Worth and Houston. This expansion will focus on recruiting talented banking teams and leveraging sophisticated business lending capabilities and a community banking model. The company will also continue to evaluate strategic business acquisitions that align with its vision and provide attractive risk-adjusted returns to shareholders. Management expects to monitor and control growth to ensure compliance with all applicable regulatory capital standards.

Management Comments

  • Our mission has not changed – we seek to be the financial institution of choice for our markets small-to-midsized businesses and their owners and employees.
  • We believe a bank should be measured by the value it adds to its customers businesses.
  • Our executive team is young and energetic. We believe their collaborative and cohesive approach to working relationships permeates every level of our organization, creating synergies that leave us well-positioned for future growth and helps us attract and retain other talented and entrepreneurial bankers as members of our team.

Industry Context

StockSavvy.ai notes that Business First Bancshares operates in a highly competitive and regulated banking environment, facing larger regional and national institutions. Its focus on small-to-midsized businesses and high-net-worth individuals in underserved markets (Louisiana, Dallas/Fort Worth, Houston) positions it uniquely. The company's strategy of organic growth supplemented by strategic acquisitions, particularly of banking teams, aligns with trends of community banks seeking scale while maintaining local relationships. The increase in nonperforming loans, while notable, occurs within a context of overall asset growth and could reflect broader economic pressures or specific portfolio adjustments, which StockSavvy.ai will monitor for industry-wide implications.

Comparison to Industry Standards

  • The company's return on average assets of 1.05% and return on average common equity of 10.59% for 2025 are generally considered healthy for the banking industry, potentially outperforming some regional bank averages, especially given the current interest rate environment.
  • The increase in nonperforming loans to total loans (1.24%) from 0.42% in 2024 warrants close monitoring, as it significantly exceeds the average nonperforming loan ratios for well-managed regional banks, which typically aim for ratios below 1%.
  • The capital ratios (Tier 1 Leverage 10.08%, CET1 9.94%, Total Risk-based 12.93%) indicate the company is well-capitalized, exceeding regulatory minimums and generally aligning with or surpassing industry averages for similarly sized institutions, demonstrating strong financial resilience.

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Remediation of Material WeaknessEffectively remediated a previously reported material weakness in internal control over financial reporting related to the design and operation of information technology general controls (ITGCs) around change management segregation of duties, as of June 30, 2025.June 30, 2025Enhances the reliability of financial reporting and strengthens the overall control environment.
Cybersecurity OversightThe Board of Directors, through its Risk Committee, provides oversight of cybersecurity risk, receiving quarterly reports from management on cybersecurity events, vulnerability trends, risk assessments, and program maturity.OngoingEnsures robust governance and proactive management of evolving cybersecurity threats.
Insider Trading PolicyAdopted an Insider Trading Policy with pre-clearance procedures and blackout periods for directors, executive officers, and designated persons, prohibiting certain transactions like short sales and publicly-traded options.Not specified, but policy is in effect as of filing dateAims to prevent insider trading violations and maintain the company's reputation for ethical conduct.

Legal Proceedings

  • Not currently subject to any material legal proceedings.
  • From time to time subject to claims and litigation arising in the ordinary course of business, including allegations of banking regulation violations, competition law, labor laws, consumer protection laws, intellectual property, breach of contract, and tort. Management believes the likelihood of a material adverse effect from such proceedings is remote.

Related Party Transactions

  • Loans to directors, officers, and their affiliates amounted to $7.2 million as of December 31, 2025, compared to $15.2 million as of December 31, 2024.
  • Related party deposits totaled $35.7 million as of December 31, 2025, compared to $57.1 million as of December 31, 2024.
  • These transactions were made on substantially the same terms as those prevailing at the time for comparable transactions with other customers.

Stakeholder Impact

  • Shareholders: Positive impact from increased net income, EPS, ROAA, ROAE, and book value per share. Benefits from stock repurchase program and continued dividends. Potential dilution from common stock issuances for acquisitions. Common stock is subordinate to preferred stock and debt.
  • Employees: Benefits from competitive pay, comprehensive benefits, and professional development opportunities. Emphasis on merit-based promotions and diversity. Change in Control Agreements provide financial security for key executives.
  • Customers: Continued focus on serving small-to-midsized businesses and high-net-worth individuals with sophisticated lending and wealth management services. Expansion into new markets aims to enhance service offerings.
  • Communities: Maintains a community banking mindset and involvement in primary markets, evidenced by a 'satisfactory' CRA rating.

Next Steps

  • Continue strengthening presence in existing markets and identify/recruit talented bankers.
  • Stress deposit growth to fund loan portfolio expansion.
  • Consider adding more banking centers or complementary offices in strategic locations.
  • Expand opportunistically along the I-10/12 and I-20 corridors, East Texas, and into the Jackson and Gulfport/Biloxi, Mississippi markets.
  • Identify and evaluate opportunities for strategic business acquisitions.
  • Monitor and control growth to remain in compliance with all applicable regulatory capital standards.
  • The board of directors declared quarterly dividends of $18.75 per preferred share and $0.15 per common share on January 22, 2026, payable on February 28, 2026.
  • Continue the stock repurchase program, which is authorized until October 28, 2027.
  • Operate under the Joint Rule 10b5-1 /Rule 10b-18 Repurchase Plan Agreement until its expiration on January 27, 2026.
  • Comply with ASU 2025-08, effective for annual reporting periods beginning after December 15, 2026.

Key Dates

DateDescription
2006Company founded; Board of directors adopted the 2006 Stock Option Plan.
January 2007Board of directors adopted an amendment to the 2006 Stock Option Plan, increasing available shares from 450,000 to 1,500,000.
August 1, 2009Supplemental Executive Retirement Plan adopted by Business First Bank.
October 20, 2009Supplemental Executive Retirement Plan Participation Agreements for David R. Melville, III and Philip Jordan.
November 12, 2014Registration Statement on Form S-4 filed.
2015Acquisition of American Gateway Financial Corporation.
February 5, 2015Amendment No. 2 to Form S-4 Registration Statement filed.
Second quarter of 2016Board of directors began paying regular quarterly dividends on common stock.
December 22, 20162006 Stock Option Plan expired.
June 29, 2017Shareholders approved the 2017 Equity Incentive Plan.
January 1, 2018Acquisition of Minden Bancorp, Inc.
April 11, 2018Common shares began trading on the Nasdaq Global Select Market.
December 1, 2018Acquisition of Richland State Bancorp, Inc.
December 2018Issued $25.0 million in subordinated notes.
January 1, 2020Community Bank Leverage Ratio (CBLR) framework became effective.
April 23, 2020Amended and Restated Bylaws adopted.
May 1, 2020Acquisition of Pedestal Bancshares, Inc.
January 7, 2021Supplemental Executive Retirement Plan Participation Agreements for Gregory Robertson and Keith Mansfield.
March 26, 2021Issued $52.5 million in subordinated notes.
April 1, 2021Acquisition of Smith Shellnut Wilson, LLC (SSW); issued $3.9 million in subordinated debt.
October 20, 2021Agreement and Plan of Reorganization with Texas Citizens Bancorp, Inc. (TCBI).
March 1, 2022Acquisition of Texas Citizens Bancorp, Inc. (TCBI); assumed $26.4 million in subordinated debt.
June 23, 2022Shareholders approved an additional 400,000 shares for the 2017 Plan.
September 1, 2022Entered into a securities purchase agreement for $72.0 million in Series A preferred stock.
October 27, 2022Restated Articles of Incorporation adopted.
January 1, 2023Current Expected Credit Loss (CECL) model became applicable.
April 11, 2023TCBI $10.0 million subordinated note became callable.
April 27, 2023Supplemental Executive Retirement Plan Participation Agreement for Saundra Strong.
May 1, 2023TCBI $8.9 million subordinated note was called and fully extinguished.
December 13, 2023TCBI $7.5 million subordinated note became callable.
January 31, 2024Acquisition of Waterstone LSP, LLC.
April 25, 2024Agreement and Plan of Reorganization with Oakwood Bancshares, Inc.
May 22, 2024Shareholders approved the 2024 Equity Incentive Plan.
October 1, 2024Acquisition of Oakwood Bancshares, Inc.; annual goodwill impairment test completed.
December 12, 2024Branch Purchase and Assumption Agreement for the Kaplan banking center.
January 1, 2025ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, became effective.
April 4, 2025Sale of the Kaplan banking center.
May 2025Converted to a new core processing system.
June 30, 2025Previously identified material weakness in internal control over financial reporting was effectively remediated.
July 7, 2025Agreement and Plan of Reorganization with Progressive Bancorp, Inc.
August 15, 20252017 Equity Incentive Plan was combined into the 2024 Equity Incentive Plan.
October 28, 2025Board of directors approved a stock repurchase program authorizing up to $30.0 million in common stock repurchases, effective immediately and continuing until October 28, 2027.
October 29, 2025Change in Control Agreements became effective for Heather Roemer, Saundra Strong, Kathryn Manning, Donald Chad Carter, and Warren McDonald.
December 12, 2025Entered into a Joint Rule 10b5-1 /Rule 10b-18 Repurchase Plan Agreement to repurchase up to $2.0 million of common stock, effective December 15, 2025, and expiring January 27, 2026.
December 31, 2025Fiscal year ended.
January 1, 2026Acquisition of Progressive Bancorp, Inc. consummated.
January 22, 2026Board of directors declared quarterly dividends of $18.75 per preferred share and $0.15 per common share.
February 15, 2026Record date for quarterly dividends declared on January 22, 2026.
February 26, 2026Annual Report on Form 10-K filed.
February 28, 2026Payment date for quarterly dividends declared on January 22, 2026.
March 31, 2026Fixed rate period ends for $52.5 million subordinated debt issued on March 26, 2021.
April 1, 2026Fixed rate period ends for $3.9 million subordinated debt issued on April 1, 2021.
December 15, 2026ASU 2025-08, Financial Instruments – Credit Losses (Topic 326), Purchased Loans, becomes effective for annual reporting periods beginning after this date.
October 28, 2027Stock repurchase program approved on October 28, 2025, expires.
April 11, 2028TCBI $10.0 million subordinated note matures.
December 13, 2028TCBI $7.5 million subordinated note matures.
December 31, 2028Fixed rate period ends for $25.0 million subordinated notes issued in December 2018.
2031$52.5 million and $3.9 million subordinated notes mature.
September 17, 2033Mandatory redemption date for trust preferred securities.
2033$25.0 million subordinated notes issued in December 2018 mature.

Recommendation

hold

The company demonstrates strong financial growth in net income, EPS, and capital ratios, driven by successful strategic acquisitions and organic expansion. However, the notable increase in nonperforming loans to 1.24% from 0.42% warrants caution. While management has remediated a material weakness in internal controls, the rise in credit risk indicators suggests a need for continued monitoring. The stock repurchase program and consistent dividends are positive, but the overall outlook is balanced by the credit quality concerns. A 'Hold' recommendation is appropriate as investors should observe how the company manages its asset quality in the coming periods while continuing its growth strategy.

Keywords

Banking, Financial Services, Community Bank, Commercial Lending, Acquisitions, Louisiana, Texas, Dallas/Fort Worth, Houston, SEC Filing, 10-K, Financial Performance, Capital Ratios, Loan Portfolio, Deposits, Risk Management, Corporate Governance, Earnings, Assets, Liabilities

Disclaimer:The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.