Business First Bancshares, Inc.BFST
Business First Bancshares, Inc. Stock Compensation Disclosure
Stock Based Compensation –
Equity Incentive Plan
In 2006, the Company’s board of directors adopted the 2006 Stock Option Plan, pursuant to which the Company was permitted to issue stock options to purchase up to 450,000 shares of the Company’s common stock, all of which could be issued as either incentive stock options under Section 422A of the Internal Revenue Code of 1986, as amended, or non-qualified stock options. In January 2007, the Company’s board of directors adopted an amendment to the 2006 Stock Option Plan, which increased the number of available shares under the plan from 450,000 to 1,500,000. The 2006 Stock Option Plan expired on December 22, 2016, and no shares remain fully vested and unexercised as of December 31, 2025.
On June 29, 2017, the Company’s shareholders approved its 2017 Equity Incentive Plan (the “2017 Plan”). The 2017 Plan provided for the grant of various types of equity grants and awards, including incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock, restricted stock units, performance units, performance shares and other stock-based awards to eligible participants, which includes the Company’s employees, directors and consultants. On June 23, 2022, the Company's shareholders approved an additional 400,000 shares to be reserved for future awards under the 2017 Plan. In addition, the number of shares issuable under the 2017 Plan was increased by 143,908 shares as a result of the assumption of options to purchase shares of TCBI common stock that were converted into options to purchase shares of Company common stock upon the TCBI acquisition on March 1, 2022. As of May 23, 2024, there will be no future awards made under the 2017 Plan. The 2017 Plan was combined into the 2024 Equity Incentive Plan, as described below, on August 15, 2025.
On May 22, 2024, the Company’s shareholders approved the Business First Bancshares, Inc. 2024 Equity Incentive Plan (the “2024 Plan”). The authorized share pool under the 2024 Plan is comprised of 645,000 shares, plus any shares that were available for issuance under the 2017 Plan and any underlying awards outstanding under the 2017 Plan as of the effective date of the 2024 Plan that were terminated or cancelled without having been unexercised or forfeited, cancelled, or repurchased by the Company. In addition, the number of shares issuable under the 2024 Plan was increased by 207,293 shares as a result of the conversion of Oakwood stock options to Company stock options due to the Oakwood acquisition on October 1, 2024. In total, the 2024 Plan has reserved 852,293 shares of common stock for grant, award or issuance to eligible participants, all of which may be subject to incentive stock option treatment. The Plan is administered by the Compensation Committee of the Company’s board of directors, which determines, within
the provisions of the 2024 Plan, those eligible participants to whom, and the times at which, grants and awards will be made. As of December 31, 2025, there were 195,792 shares of common stock issued pursuant to awards and grants under the 2024 Plan to the Company’s employees, directors or consultants, of which 193,847 shares are subject to outstanding and unexercised awards and grants, and 676,437 shares of common stock remain available for grant.
Restricted Stock Awards
The Company issues restricted stock under various plans for certain officers and other key employees. The restricted stock awards may not be sold or otherwise transferred until certain restrictions have lapsed. The holders of the restricted stock receive dividends and have full voting rights with respect to those shares as of the date of grant. The compensation expense for these awards is determined based upon the market value of the Company’s common stock at the grant date applied to the total number of shares awarded and is recognized over the requisite service period.
During the years ended December 31, 2025, 2024 and 2023, the Company issued shares of restricted stock which vest in three equal installments over the requisite service period. For the years ended December 31, 2025, 2024 and 2023, respectively, the Company recognized $1.3 million, $2.8 million and $4.7 million in compensation costs related to restricted stock awards. At December 31, 2025, 2024 and 2023, respectively, unrecognized share-based compensation associated with these awards totaled $154,000, $1.1 million and $3.4 million. The $154,000 of unrecognized share-based compensation at December 31, 2025 is expected to be recognized over a weighted average period of 0.4 years.
The table below summarizes the restricted stock award activity for the period presented.
| Year Ended December 31, 2025 | Year Ended December 31, 2024 | Year Ended December 31, 2023 | |||||||||||||||||||||||||||||||||
| Shares | Weighted Average Grant Date Fair Value | Shares | Weighted Average Grant Date Fair Value | Shares | Weighted Average Grant Date Fair Value | ||||||||||||||||||||||||||||||
| Balance, at Beginning of Period | 225,931 | $ | 21.83 | 231,036 | $ | 21.43 | 131,624 | $ | 24.45 | ||||||||||||||||||||||||||
| Granted | 1,945 | 25.72 | 207,501 | 22.43 | 280,101 | 20.29 | |||||||||||||||||||||||||||||
| Released | (161,719) | 21.67 | (205,703) | 21.99 | (177,951) | 16.97 | |||||||||||||||||||||||||||||
| Forfeited | (5,054) | 22.43 | (6,903) | 21.66 | (2,738) | 19.51 | |||||||||||||||||||||||||||||
| Balance, at End of Period | 61,103 | $ | 22.32 | 225,931 | $ | 21.83 | 231,036 | $ | 21.43 | ||||||||||||||||||||||||||
Restricted Stock Units
The Company issues restricted share units to certain key officers and executive officers. The Company issues a.) restricted share units that vest after the end of a three-year performance period, based on satisfaction of performance conditions set for in the restricted share unit agreements, or b.) shares which vest ratably over a three-year service period. Recipients do not possess voting or investment power over the common stock underlying such units until vesting. The grant date fair value of these restricted share units is the same as the value of the corresponding number of shares of common stock.
During the years ended December 31, 2025, and 2024, the Company issued shares of restricted stock units which vest in three equal installments over the requisite service period. For the years ended December 31, 2025, and 2024, respectively, the Company recognized $3.8 million and $115,000 in compensation costs related to restricted stock units. At December 31, 2025, and 2024, respectively, unrecognized share-based compensation associated with these units totaled $5.2 million and $4.4 million. The $5.2 million of unrecognized share-based compensation at December 31, 2025 is expected to be recognized over a weighted average period of 1.5 years.
| Year Ended December 31, 2025 | |||||||||||||||||||||||||||||
| (Dollars in thousands, except per share data) | Shares | Weighted Average Purchase Price | Weighted Average Remaining Contractual Term | Aggregate Intrinsic Value | Weighted Average Grant Date Fair Value | ||||||||||||||||||||||||
| Balance, at Beginning of Period | 158,547 | $ | — | $ | 28.53 | ||||||||||||||||||||||||
| Granted | 194,427 | — | 26.68 | ||||||||||||||||||||||||||
| Released | (17,447) | — | 28.55 | ||||||||||||||||||||||||||
| Forfeited | (8,389) | — | 27.83 | ||||||||||||||||||||||||||
| Balance, at End of Period | 327,138 | $ | — | 1.54 | 8,551 | $ | 27.45 | ||||||||||||||||||||||
| End of Period Vested and Expected to Vest | 327,138 | $ | — | 1.54 | $ | 8,551 | $ | 27.45 | |||||||||||||||||||||
| Ending Exercisable | 11,020 | — | — | 288 | 28.52 | ||||||||||||||||||||||||
| December 31, 2024 | |||||||||||||||||||||||||||||
| (Dollars in thousands, except per share data) | Shares | Weighted Average Purchase Price | Weighted Average Remaining Contractual Term | Aggregate Intrinsic Value | Weighted Average Grant Date Fair Value | ||||||||||||||||||||||||
| Balance, at Beginning of Period | — | $ | — | $ | — | ||||||||||||||||||||||||
| Granted | 158,547 | — | 28.53 | ||||||||||||||||||||||||||
| Released | — | — | — | ||||||||||||||||||||||||||
| Forfeited | — | — | — | ||||||||||||||||||||||||||
| Balance, at End of Period | 158,547 | $ | — | 2.36 | 4,075 | $ | 28.53 | ||||||||||||||||||||||
| End of Period Vested and Expected to Vest | 158,547 | $ | — | 2.36 | $ | 4,075 | $ | 28.53 | |||||||||||||||||||||
| Ending Exercisable | — | — | — | — | — | ||||||||||||||||||||||||
Phantom Stock
The Company issues phantom stock awards to certain key officers and employees. The awards are subject to a vesting period of three years and are paid out in cash upon vesting. The amount paid per vesting period is calculated as the number of vested “share equivalents” multiplied by the closing market price of a share of the Company’s common stock on the vesting date. Share equivalents are calculated on the date of grant as the total award’s dollar value is divided by the closing market price of a share of the Company’s common stock on the grant date. The liability for these awards is recorded within other liabilities.
During the year ended December 31, 2025, and 2024, the Company issued share equivalents of phantom stock which vest in three equal installments over the requisite service period. For the years ended December 31, 2025, and 2024, respectively, the Company recognized $468,000 and $9,000 in compensation costs related to phantom stock. At December 31, 2025,and 2024, respectively, unrecognized share-based compensation associated with these units totaled
$461,000 and $275,000. The $461,000 of unrecognized share-based compensation at December 31, 2025 is expected to be recognized over a weighted average period of 1.4 years.
| Year Ended December 31, 2025 | |||||||||||||||||||||||||||||
| (Dollars in thousands, except per share data) | Shares | Weighted Average Purchase Price | Weighted Average Remaining Contractual Term | Aggregate Intrinsic Value | Weighted Average Grant Date Fair Value | ||||||||||||||||||||||||
| Balance, at Beginning of Period | 11,030 | $ | — | $ | 28.60 | ||||||||||||||||||||||||
| Granted | 25,881 | — | 26.46 | ||||||||||||||||||||||||||
| Released | (3,589) | — | 28.60 | ||||||||||||||||||||||||||
| Forfeited | (984) | — | 27.49 | ||||||||||||||||||||||||||
| Balance, at End of Period | 32,338 | $ | — | 1.37 | $ | 847 | $ | 26.93 | |||||||||||||||||||||
| End of Period Vested and Expected to Vest | 32,388 | $ | — | 1.37 | $ | 847 | $ | 26.93 | |||||||||||||||||||||
| Ending Exercisable | — | — | — | — | — | ||||||||||||||||||||||||
Year Ended December 31, 2024 | |||||||||||||||||||||||||||||
| (Dollars in thousands, except per share data) | Shares | Weighted Average Purchase Price | Weighted Average Remaining Contractual Term | Aggregate Intrinsic Value | Weighted Average Grant Date Fair Value | ||||||||||||||||||||||||
| Balance, at Beginning of Period | — | $ | — | $ | — | ||||||||||||||||||||||||
| Granted | 11,030 | — | 28.60 | ||||||||||||||||||||||||||
| Released | — | — | — | ||||||||||||||||||||||||||
| Forfeited | — | — | — | ||||||||||||||||||||||||||
| Balance, at End of Period | 11,030 | $ | — | 2.36 | $ | 283 | $ | 28.60 | |||||||||||||||||||||
| End of Period Vested and Expected to Vest | 11,030 | $ | — | 2.36 | $ | 283 | $ | 28.60 | |||||||||||||||||||||
| Ending Exercisable | — | — | — | — | — | ||||||||||||||||||||||||
Stock Options
As of December 31, 2025, the Company had 80,726 outstanding and 77,344 vested and exercisable stock options, all of which have been issued to our executive officers and key personnel and remain subject to the terms and conditions of the 2006 Stock Option Plan, 2017 Plan and 2024 Plan until they are exercised or forfeited. As of December 31, 2025, the weighted average exercise price of the stock options was $23.52.
The following is an analysis of the activity related to the stock options:
| Years Ended December 31, | |||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||||||||||||||||||||
| Number of Options | Weighted Average Exercise Price | Number of Options | Weighted Average Exercise Price | Number of Options | Weighted Average Exercise Price | ||||||||||||||||||||||||||||||
| Outstanding Options, at Beginning of Period | 179,969 | $ | 21.77 | 120,608 | $ | 18.59 | 130,924 | $ | 18.59 | ||||||||||||||||||||||||||
| Granted | — | — | 207,293 | 22.91 | — | — | |||||||||||||||||||||||||||||
| Exercised | (95,867) | 20.25 | (137,375) | 19.25 | (7,500) | 17.11 | |||||||||||||||||||||||||||||
| Forfeited or Expired | (3,376) | 24.16 | (10,557) | 22.02 | (2,816) | 22.38 | |||||||||||||||||||||||||||||
| Outstanding Options, at End of Period | 80,726 | $ | 23.48 | 179,969 | $ | 21.77 | 120,608 | $ | 18.59 | ||||||||||||||||||||||||||
| Exercisable, at End of Period | 77,344 | $ | 23.52 | 174,055 | $ | 21.74 | 111,032 | $ | 18.24 | ||||||||||||||||||||||||||
The aggregate intrinsic value of outstanding awards at December 31, 2025 and 2024 is $214,000 and $707,000 with a weighted average remaining contractual life of 3.8 years and 3.7 years, respectively.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 26, 2026 | Showing above |
| 2024 | Mar 7, 2025 | |
| 2023 | Mar 1, 2024 | |
| 2022 | Mar 2, 2023 | |
| 2021 | Mar 1, 2022 | |
| 2020 | Mar 5, 2021 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.