BayFirst Financial Corp. SEC Filings

BayFirst Financial Corp. (BAFN) is registering the resale of up to 22,856,000 shares of common stock, issued upon the automatic conversion of its Series D and Series E Mandatorily Convertible Cumulative Perpetual Preferred Stock that were sold in an April 28, 2026 private placement.

The selling shareholders, including large holder Kenneth R. Lehman, may sell these shares from time to time using various methods, and BayFirst will not receive any proceeds from these resales. The April 2026 private placement raised $80,000,000, and on August 10, 2026 the company used $9,704,434 of those proceeds to redeem existing Series A and Series B preferred stock. BayFirst’s common stock trades on the Nasdaq Capital Market under the symbol BAFN, and the closing price was $7.38 per share on August 19, 2026. The company notes risks related to stock price volatility, potential selling pressure from this large block, and the significant influence of Mr. Lehman, who owns about 11,428,000 shares, or approximately 42.38% of the outstanding common stock.

BayFirst Financial Corp. (BAFN) filed Amendment No. 2 to its Form S-1 for a primary rights-style offering of up to 4,107,908 shares of common stock at $3.50 per share, for a maximum gross raise of $14.38 million. Shareholders of record at 5:00 p.m. ET on May 12, 2026 may subscribe for one new share for each share owned on the record date; holders that bought in the April 2026 private placement cannot participate. Subscriptions are irrevocable, generally must be received by 5:00 p.m. ET on September __, 2026, and are handled through Continental Stock Transfer & Trust as subscription and escrow agent.

If not fully subscribed, all remaining shares may be purchased at the offering price by Kenneth R. Lehman. BayFirst expects net proceeds of about $14.0 million, to be used to strengthen capital at the company and BayFirst National Bank, fund incremental allowance for credit losses, and support growth and a return to profitability. This follows an $80 million private placement of mandatorily convertible preferred stock at an equivalent $3.50 per common share and shareholder approval to increase authorized common stock to 100,000,000 shares. As of August 20, 2026, BayFirst had 26,962,815 common shares outstanding and estimates 31,070,723 shares would be outstanding if this offering is fully subscribed.

BayFirst Financial Corp. (BAFN) is registering the resale of up to 22,856,000 shares of common stock. These shares were issued upon the conversion of its Mandatorily Convertible Cumulative Perpetual Preferred Stock, Series D and Series E, which were sold in an April 28, 2026 private placement.

The company states that selling shareholders may dispose of their shares from time to time using various methods described under the plan of distribution. BayFirst will not receive any proceeds from these resales, though it received $80,000,000 in gross proceeds from the original preferred stock private placement and used $9,704,434 to redeem Series A and B preferred stock. A key holder, Kenneth R. Lehman, holds 11,428,000 shares, or about 42.38% of the registered shares and has contractual rights to designate one board member. BayFirst is an emerging growth company and notes risks including stock price volatility and potential downward pressure from large shareholder sales.

BayFirst Financial Corp. (BAFN) has filed Amendment No. 1 to a Form S-1 for a shareholder offering of up to 4,108,072 shares of common stock at $3.50 per share, available to holders of record at 5:00 p.m. ET on May 12, 2026, other than investors in the recent private placement. If fully subscribed, BayFirst would raise $14.38 million in gross proceeds, with estimated net proceeds of about $14.0 million.

The company states it will use the proceeds to improve capital levels at BayFirst and BayFirst National Bank, fund incremental allowance for credit losses, and support the Bank’s growth and efforts to return to profitability. Any unsubscribed shares may be purchased by investor Kenneth R. Lehman at the same price. The subscription ability is non-transferable, carries no trading market, and all subscriptions are irrevocable except in specified extension or fundamental-change scenarios. BayFirst’s stock trades on the Nasdaq Capital Market under the symbol BAFN; it had 26,962,815 shares outstanding as of August 18, 2026 and expects 31,070,888 shares outstanding if the offering is fully completed.

BayFirst Financial Corp. (BAFN) has filed Amendment No. 1 to a Form S-1 to register the resale of up to 22,856,000 shares of common stock. These shares were issued on July 14, 2026 upon conversion or exchange of the company’s Series D and Series E Mandatorily Convertible Cumulative Perpetual Preferred Stock that were sold in an April 28, 2026 private placement.

The registration allows the identified selling shareholders, led by Kenneth R. Lehman, to dispose of their shares over time by various methods, while BayFirst will not receive any proceeds from these sales. The April private placement generated $80,000,000 in gross proceeds, of which $9,704,434 was used to redeem existing Preferred Series A and B stock. The filing highlights BayFirst’s status as an emerging growth company, outlines detailed resale mechanics and investor risks including stock price volatility, potential market overhang from large shareholder sales, and Mr. Lehman’s concentrated ownership of about 42.38% of outstanding common stock.

BayFirst Financial Corp. (BAFN) is holding a virtual Annual Meeting on September 22, 2026, at 8:30 a.m. Eastern Time to elect 12 directors and approve a possible adjournment if more proxies are needed. Shareholders of record at the close of business on August 3, 2026, are entitled to vote, with 26,962,815 common shares outstanding, each carrying one vote and no cumulative voting.

The board has 12 nominees and states that a majority of directors are independent under Nasdaq and SEC rules, with fully independent Audit, Compensation, and Nominating Committees. Kenneth R. Lehman beneficially owns 11,428,000 shares (42.38%), and directors and named executive officers as a group hold 56.56% of outstanding shares. The proxy details executive contracts, incentive plans, and the 2017 Equity Incentive Plan, which reserves up to 1,500,000 shares. It also discloses related‑party transactions, including office lease and insurance arrangements, and reports 2025 auditor fees of $550,000 paid to Forvis Mazars, LLP.

BayFirst Financial Corp. (BAFN) reported that it hosted a conference call on August 14, 2026 to discuss its financial results for the quarter ended June 30, 2026. The company has provided a full transcript of this second-quarter 2026 call as Exhibit 99.1, and an archived audio version is available in the Investor Relations section of its website at www.bayfirstfinancial.com. The company states that this information, including the exhibits, is being furnished under Regulation FD and is not deemed filed for liability purposes under the Exchange Act or incorporated into Securities Act or Exchange Act filings unless specifically referenced.

BayFirst Financial Corp. reports a sharp deterioration in results for the six months ended June 30, 2026, driven by large credit costs and fair value losses. The company recorded a net loss of $38.6 million versus a $2.8 million loss a year earlier, including a provision for credit losses of $32.4 million and a $7.0 million fair value loss on government-guaranteed loans. The allowance for credit losses on loans rose to $45.1 million, and net loans at amortized cost declined alongside lower deposits, with total assets at $1.13 billion.

To bolster capital, BayFirst completed an April 2026 private placement of $80 million of mandatorily convertible Series D and E preferred stock, generating $74.5 million in net proceeds and lifting shareholders’ equity to $115.9 million. Subsequent to quarter-end, these preferred shares were converted into 22.856 million common shares after authorization of up to 100 million common shares, and all Series D and E preferred were retired. The bank remains categorized as well capitalized, with a CET1 and Tier 1 capital ratio of 11.47% and a total capital ratio of 12.77%.

BayFirst Financial Corp. reported a second-quarter 2026 net loss of $32.7 million (loss of $8.05 per share), much wider than the first-quarter loss of $5.9 million, driven largely by $41.5 million of expenses tied to an asset resolution plan focused on its government-guaranteed and unguaranteed SBA 7(a) portfolios. Noninterest income turned to a negative $6.8 million, and tangible book value per share fell sharply to $4.82 from $14.22 at March 31, 2026.

Total loans held for investment declined to $882.8 million and deposits to $988.9 million, reflecting the exit from SBA 7(a) lending and deliberate runoff of high-rate and brokered deposits. Asset quality metrics were reset with a much higher allowance for credit losses of 5.37% of loans and nonperforming assets at 1.75% of total assets. Despite losses, the Bank’s capital ratios strengthened following an $80 million capital raise and preferred issuances; the Tier 1 leverage ratio improved to 8.30%, and CET1 to 11.47%, with management stating the Bank remains well capitalized and liquid, and pursuing a community-banking-focused strategy with a new South Tampa branch planned.