STOCK TITAN

BayFirst Financial Q3 2026 loss narrows to $677K

The October rights offering generated $14.4 million in gross proceeds, while nine-month operating activities used $1.894 million.

Available on EDGAR Accepted by SEC EDGAR Learn about SEC filing dates
(Moderate)

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

Form Type
10-Q

Rhea-AI Filing Summary

BayFirst Financial Corp. reported a net loss of $677,000 for the three months ended September 30, 2026, compared with $19.077 million in the restated year-earlier quarter. Its nine-month net loss was $39.272 million versus $21.869 million; net interest income was $29.489 million versus $34.055 million, and operating activities used $1.894 million of cash versus providing $187.490 million.

The company restated affected prior-period statements after identifying pretax errors of $2.8 million in deferred origination costs and $2.1 million in accrued interest as of March 31, 2026, plus $3.4 million of deferred costs that should have been netted against gains on guaranteed-loan sales. Series D and E preferred stock converted into 22,856,000 common shares on September 22, 2026. On October 8, 2026, the company sold 4,107,908 common shares at $3.50 per share in or as part of its rights offering, generating $14.4 million in gross proceeds for capital and bank growth.

1 point · 0 major

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

1 major · 2 points

How the balance works

Positive

  • Moderate pointThird-quarter net loss narrowed to $677,000 from $19.077 million a year earlier.

Negative

  • Major pointNine-month net loss widened to $39.272 million from $21.869 million.
  • Minor pointNine-month operating activities used $1.894 million, versus $187.490 million provided.

Filing Explained

BayFirst reports that 4,183 Series C preferred shares converted into 1,148,615 common shares on November 6, 2026, increasing the common share count and reducing existing holders’ ownership percentages absent offsets, while remaining Series C holders may convert in the fourth quarter, and any unconverted shares are to be redeemed by December 31, 2026.

Third-quarter net loss $677,000 Three months ended September 30, 2026; $19.077 million in the restated 2025 period
Nine-month net loss $39.272 million Nine months ended September 30, 2026; $21.869 million in the restated 2025 period
Nine-month net interest income $29.489 million Nine months ended September 30, 2026; $34.055 million in the restated 2025 period
Cash from operating activities $1.894 million used Nine months ended September 30, 2026; $187.490 million provided in 2025
Total assets $1,147.929 million As of September 30, 2026
Total deposits $1,014.154 million As of September 30, 2026
Rights offering gross proceeds $14.4 million October 8, 2026; proceeds designated for company and bank capital and bank growth
Common shares sold in rights offering 4,107,908 shares at $3.50 per share October 8, 2026
Allowance for Credit Losses financial
"Allowance for Credit Losses"
Allowance for credit losses is a reserve set aside by a financial institution to cover potential losses from borrowers who may not repay their loans. It acts like a safety net, helping the institution prepare for loans that might turn sour. For investors, it signals how cautious the institution is about the quality of its loans and potential risks to its financial health.
nonaccrual financial
"loans which had defaulted or were placed into nonaccrual status"
A nonaccrual asset is a loan or investment that a lender stops counting as earning interest because the borrower is not making scheduled payments or the lender doubts future payments. Think of it like putting a subscription on hold when you stop receiving payments; it reduces reported income and signals a higher risk that the lender may not get repaid, which can affect a bank's profits and the value of its loan portfolio.
fair value option financial
"The Company elected the fair value option for certain of its government guaranteed loans"
An accounting election that lets a company measure eligible financial assets and liabilities at their current market price, recording gains and losses in the income statement as those prices move. For investors it matters because choosing the fair value option makes reported profits and asset values respond immediately to market swings—like revaluing a house to today’s sale price—so it can increase earnings volatility while giving a more up‑to‑date view of value.
Common Equity Tier 1 Capital financial
"Common Equity Tier 1 Capital (to Risk Weighted Assets)"
Core capital a bank holds consisting mainly of common shares and retained profits that can absorb losses without forcing the bank to sell assets or seek emergency help; items that can’t reliably cover losses are excluded. Think of it as the bank’s shock-absorbing cushion: a higher common equity tier 1 (CET1) level and ratio means regulators and investors view the bank as better able to survive bad loans or market shocks, so it signals lower risk to shareholders and creditors.
collateral-dependent loans financial
"A financial asset is considered collateral dependent"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What was BAFN's third-quarter 2026 net loss?

BayFirst Financial Corp. reported a net loss of $677,000 for the three months ended September 30, 2026, compared with $19.077 million in the restated year-earlier quarter.

How much did BAFN's October 2026 rights offering raise?

On October 8, 2026, BayFirst Financial Corp. sold 4,107,908 common shares at $3.50 per share in or as part of its rights offering, generating $14.4 million in gross proceeds for capital and bank growth.

Why did BAFN restate prior-period financial statements?

The company identified pretax errors involving $2.8 million of deferred origination costs and $2.1 million of accrued interest as of March 31, 2026, related to unguaranteed portions of SBA 7(a) loans. It also identified $3.4 million of deferred origination costs that should have been netted against gains on sales of guaranteed SBA 7(a) loans; affected periods were restated.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
000164973912/312026Q3falsexbrli:sharesiso4217:USDiso4217:USDxbrli:sharesbafn:segmentxbrli:purebafn:security00016497392026-01-012026-09-3000016497392026-11-0600016497392026-09-3000016497392025-12-310001649739us-gaap:SeriesAPreferredStockMember2026-09-300001649739us-gaap:SeriesAPreferredStockMember2025-12-310001649739us-gaap:SeriesBPreferredStockMember2026-09-300001649739us-gaap:SeriesBPreferredStockMember2025-12-310001649739us-gaap:SeriesCPreferredStockMember2026-09-300001649739us-gaap:SeriesCPreferredStockMember2025-12-3100016497392026-07-012026-09-3000016497392025-07-012025-09-3000016497392025-01-012025-09-300001649739us-gaap:SeriesAPreferredStockMemberus-gaap:PreferredStockMember2025-06-300001649739us-gaap:SeriesBPreferredStockMemberus-gaap:PreferredStockMember2025-06-300001649739us-gaap:SeriesCPreferredStockMemberus-gaap:PreferredStockMember2025-06-300001649739us-gaap:SeriesDPreferredStockMemberus-gaap:PreferredStockMember2025-06-300001649739us-gaap:SeriesEPreferredStockMemberus-gaap:PreferredStockMember2025-06-300001649739us-gaap:CommonStockIncludingAdditionalPaidInCapitalMember2025-06-300001649739us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-06-300001649739us-gaap:RetainedEarningsMember2025-06-3000016497392025-06-300001649739us-gaap:RetainedEarningsMember2025-07-012025-09-300001649739us-gaap:CommonStockIncludingAdditionalPaidInCapitalMember2025-07-012025-09-300001649739us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-07-012025-09-300001649739us-gaap:SeriesAPreferredStockMemberus-gaap:PreferredStockMember2025-09-300001649739us-gaap:SeriesBPreferredStockMemberus-gaap:PreferredStockMember2025-09-300001649739us-gaap:SeriesCPreferredStockMemberus-gaap:PreferredStockMember2025-09-300001649739us-gaap:SeriesDPreferredStockMemberus-gaap:PreferredStockMember2025-09-300001649739us-gaap:SeriesEPreferredStockMemberus-gaap:PreferredStockMember2025-09-300001649739us-gaap:CommonStockIncludingAdditionalPaidInCapitalMember2025-09-300001649739us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-09-300001649739us-gaap:RetainedEarningsMember2025-09-3000016497392025-09-300001649739us-gaap:SeriesAPreferredStockMemberus-gaap:PreferredStockMember2026-06-300001649739us-gaap:SeriesBPreferredStockMemberus-gaap:PreferredStockMember2026-06-300001649739us-gaap:SeriesCPreferredStockMemberus-gaap:PreferredStockMember2026-06-300001649739us-gaap:SeriesDPreferredStockMemberus-gaap:PreferredStockMember2026-06-300001649739us-gaap:SeriesEPreferredStockMemberus-gaap:PreferredStockMember2026-06-300001649739us-gaap:CommonStockIncludingAdditionalPaidInCapitalMember2026-06-300001649739us-gaap:AccumulatedOtherComprehensiveIncomeMember2026-06-300001649739us-gaap:RetainedEarningsMember2026-06-3000016497392026-06-300001649739us-gaap:RetainedEarningsMember2026-07-012026-09-300001649739us-gaap:CommonStockIncludingAdditionalPaidInCapitalMember2026-07-012026-09-300001649739us-gaap:SeriesDPreferredStockMemberus-gaap:PreferredStockMember2026-07-012026-09-300001649739us-gaap:SeriesEPreferredStockMemberus-gaap:PreferredStockMember2026-07-012026-09-300001649739us-gaap:SeriesBPreferredStockMemberus-gaap:PreferredStockMember2026-07-012026-09-300001649739us-gaap:SeriesCPreferredStockMemberus-gaap:PreferredStockMember2026-07-012026-09-300001649739us-gaap:AccumulatedOtherComprehensiveIncomeMember2026-07-012026-09-300001649739us-gaap:SeriesAPreferredStockMemberus-gaap:PreferredStockMember2026-09-300001649739us-gaap:SeriesBPreferredStockMemberus-gaap:PreferredStockMember2026-09-300001649739us-gaap:SeriesCPreferredStockMemberus-gaap:PreferredStockMember2026-09-300001649739us-gaap:SeriesDPreferredStockMemberus-gaap:PreferredStockMember2026-09-300001649739us-gaap:SeriesEPreferredStockMemberus-gaap:PreferredStockMember2026-09-300001649739us-gaap:CommonStockIncludingAdditionalPaidInCapitalMember2026-09-300001649739us-gaap:AccumulatedOtherComprehensiveIncomeMember2026-09-300001649739us-gaap:RetainedEarningsMember2026-09-300001649739us-gaap:SeriesAPreferredStockMemberus-gaap:PreferredStockMember2024-12-310001649739us-gaap:SeriesBPreferredStockMemberus-gaap:PreferredStockMember2024-12-310001649739us-gaap:SeriesCPreferredStockMemberus-gaap:PreferredStockMember2024-12-310001649739us-gaap:SeriesDPreferredStockMemberus-gaap:PreferredStockMember2024-12-310001649739us-gaap:SeriesEPreferredStockMemberus-gaap:PreferredStockMember2024-12-310001649739us-gaap:CommonStockIncludingAdditionalPaidInCapitalMember2024-12-310001649739us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-12-310001649739us-gaap:RetainedEarningsMember2024-12-3100016497392024-12-310001649739us-gaap:RetainedEarningsMember2025-01-012025-09-300001649739us-gaap:CommonStockIncludingAdditionalPaidInCapitalMember2025-01-012025-09-300001649739us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-01-012025-09-300001649739us-gaap:SeriesAPreferredStockMemberus-gaap:PreferredStockMember2025-12-310001649739us-gaap:SeriesBPreferredStockMemberus-gaap:PreferredStockMember2025-12-310001649739us-gaap:SeriesCPreferredStockMemberus-gaap:PreferredStockMember2025-12-310001649739us-gaap:SeriesDPreferredStockMemberus-gaap:PreferredStockMember2025-12-310001649739us-gaap:SeriesEPreferredStockMemberus-gaap:PreferredStockMember2025-12-310001649739us-gaap:CommonStockIncludingAdditionalPaidInCapitalMember2025-12-310001649739us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-12-310001649739us-gaap:RetainedEarningsMember2025-12-310001649739us-gaap:RetainedEarningsMember2026-01-012026-09-300001649739us-gaap:CommonStockIncludingAdditionalPaidInCapitalMember2026-01-012026-09-300001649739us-gaap:SeriesDPreferredStockMemberus-gaap:PreferredStockMember2026-01-012026-09-300001649739us-gaap:SeriesEPreferredStockMemberus-gaap:PreferredStockMember2026-01-012026-09-300001649739us-gaap:SeriesBPreferredStockMemberus-gaap:PreferredStockMember2026-01-012026-09-300001649739us-gaap:SeriesCPreferredStockMemberus-gaap:PreferredStockMember2026-01-012026-09-300001649739us-gaap:AccumulatedOtherComprehensiveIncomeMember2026-01-012026-09-300001649739srt:RevisionOfPriorPeriodErrorCorrectionAdjustmentMember2024-01-012026-03-310001649739srt:RevisionOfPriorPeriodErrorCorrectionAdjustmentMember2024-01-012025-12-310001649739us-gaap:SeriesDPreferredStockMemberus-gaap:PrivatePlacementMember2026-04-282026-04-280001649739us-gaap:SeriesDPreferredStockMemberus-gaap:PrivatePlacementMember2026-04-280001649739us-gaap:SeriesEPreferredStockMemberus-gaap:PrivatePlacementMember2026-04-282026-04-280001649739us-gaap:SeriesEPreferredStockMemberus-gaap:PrivatePlacementMember2026-04-280001649739us-gaap:PrivatePlacementMember2026-04-282026-04-280001649739us-gaap:SeriesDPreferredStockMember2026-04-2800016497392026-07-1400016497392026-07-130001649739us-gaap:SeriesDPreferredStockMember2026-07-140001649739us-gaap:SeriesEPreferredStockMember2026-07-1400016497392026-07-142026-07-140001649739us-gaap:SeriesAPreferredStockMember2026-08-132026-08-130001649739us-gaap:SeriesBPreferredStockMember2026-08-132026-08-130001649739us-gaap:AssetBackedSecuritiesMember2026-09-300001649739us-gaap:MortgageBackedSecuritiesIssuedByUSGovernmentSponsoredEnterprisesMember2026-09-300001649739us-gaap:CollateralizedLoanObligationsMember2026-09-300001649739us-gaap:CorporateBondSecuritiesMember2026-09-300001649739us-gaap:AssetBackedSecuritiesMember2025-12-310001649739us-gaap:MortgageBackedSecuritiesIssuedByUSGovernmentSponsoredEnterprisesMember2025-12-310001649739us-gaap:CollateralizedLoanObligationsMember2025-12-310001649739us-gaap:CorporateBondSecuritiesMember2025-12-310001649739bafn:ResidentialRealEstateSegmentMember2026-09-300001649739bafn:ResidentialRealEstateSegmentMember2025-12-310001649739us-gaap:CommercialRealEstatePortfolioSegmentMember2026-09-300001649739us-gaap:CommercialRealEstatePortfolioSegmentMember2025-12-310001649739bafn:ConstructionAndLandRealEstateSegmentMember2026-09-300001649739bafn:ConstructionAndLandRealEstateSegmentMember2025-12-310001649739bafn:CommercialAndIndustrialSegmentMember2026-09-300001649739bafn:CommercialAndIndustrialSegmentMember2025-12-310001649739bafn:CommercialAndIndustrialPPPSegmentMember2026-09-300001649739bafn:CommercialAndIndustrialPPPSegmentMember2025-12-310001649739bafn:ConsumerAndOtherSegmentMember2026-09-300001649739bafn:ConsumerAndOtherSegmentMember2025-12-310001649739bafn:ResidentialRealEstateSegmentMember2026-06-300001649739us-gaap:CommercialRealEstatePortfolioSegmentMember2026-06-300001649739bafn:ConstructionAndLandRealEstateSegmentMember2026-06-300001649739bafn:CommercialAndIndustrialSegmentMember2026-06-300001649739bafn:ConsumerAndOtherSegmentMember2026-06-300001649739bafn:ResidentialRealEstateSegmentMember2026-07-012026-09-300001649739us-gaap:CommercialRealEstatePortfolioSegmentMember2026-07-012026-09-300001649739bafn:ConstructionAndLandRealEstateSegmentMember2026-07-012026-09-300001649739bafn:CommercialAndIndustrialSegmentMember2026-07-012026-09-300001649739bafn:ConsumerAndOtherSegmentMember2026-07-012026-09-300001649739bafn:ResidentialRealEstateSegmentMember2025-06-300001649739us-gaap:CommercialRealEstatePortfolioSegmentMember2025-06-300001649739bafn:ConstructionAndLandRealEstateSegmentMember2025-06-300001649739bafn:CommercialAndIndustrialSegmentMember2025-06-300001649739bafn:ConsumerAndOtherSegmentMember2025-06-300001649739bafn:ResidentialRealEstateSegmentMember2025-07-012025-09-300001649739us-gaap:CommercialRealEstatePortfolioSegmentMember2025-07-012025-09-300001649739bafn:ConstructionAndLandRealEstateSegmentMember2025-07-012025-09-300001649739bafn:CommercialAndIndustrialSegmentMember2025-07-012025-09-300001649739bafn:ConsumerAndOtherSegmentMember2025-07-012025-09-300001649739bafn:ResidentialRealEstateSegmentMember2025-09-300001649739us-gaap:CommercialRealEstatePortfolioSegmentMember2025-09-300001649739bafn:ConstructionAndLandRealEstateSegmentMember2025-09-300001649739bafn:CommercialAndIndustrialSegmentMember2025-09-300001649739bafn:ConsumerAndOtherSegmentMember2025-09-300001649739bafn:ResidentialRealEstateSegmentMember2026-01-012026-09-300001649739us-gaap:CommercialRealEstatePortfolioSegmentMember2026-01-012026-09-300001649739bafn:ConstructionAndLandRealEstateSegmentMember2026-01-012026-09-300001649739bafn:CommercialAndIndustrialSegmentMember2026-01-012026-09-300001649739bafn:ConsumerAndOtherSegmentMember2026-01-012026-09-300001649739bafn:ResidentialRealEstateSegmentMember2024-12-310001649739us-gaap:CommercialRealEstatePortfolioSegmentMember2024-12-310001649739bafn:ConstructionAndLandRealEstateSegmentMember2024-12-310001649739bafn:CommercialAndIndustrialSegmentMember2024-12-310001649739bafn:ConsumerAndOtherSegmentMember2024-12-310001649739bafn:ResidentialRealEstateSegmentMember2025-01-012025-09-300001649739us-gaap:CommercialRealEstatePortfolioSegmentMember2025-01-012025-09-300001649739bafn:ConstructionAndLandRealEstateSegmentMember2025-01-012025-09-300001649739bafn:CommercialAndIndustrialSegmentMember2025-01-012025-09-300001649739bafn:ConsumerAndOtherSegmentMember2025-01-012025-09-300001649739us-gaap:RealEstateMemberus-gaap:CommercialRealEstatePortfolioSegmentMember2026-09-300001649739bafn:BusinessAssetsMemberus-gaap:CommercialRealEstatePortfolioSegmentMember2026-09-300001649739us-gaap:RealEstateMemberus-gaap:CommercialPortfolioSegmentMember2026-09-300001649739bafn:BusinessAssetsMemberus-gaap:CommercialPortfolioSegmentMember2026-09-300001649739us-gaap:CommercialPortfolioSegmentMember2026-09-300001649739us-gaap:RealEstateMember2026-09-300001649739bafn:BusinessAssetsMember2026-09-300001649739us-gaap:RealEstateMemberus-gaap:CommercialRealEstatePortfolioSegmentMember2025-12-310001649739bafn:ResidentialRealEstateSegmentMemberbafn:FinancialAsset30To89DaysPastDueMember2026-09-300001649739bafn:ResidentialRealEstateSegmentMemberus-gaap:FinancingReceivablesEqualToGreaterThan90DaysPastDueMember2026-09-300001649739bafn:ResidentialRealEstateSegmentMemberus-gaap:FinancialAssetPastDueMember2026-09-300001649739bafn:ResidentialRealEstateSegmentMemberus-gaap:FinancialAssetNotPastDueMember2026-09-300001649739us-gaap:CommercialRealEstatePortfolioSegmentMemberbafn:FinancialAsset30To89DaysPastDueMember2026-09-300001649739us-gaap:CommercialRealEstatePortfolioSegmentMemberus-gaap:FinancingReceivablesEqualToGreaterThan90DaysPastDueMember2026-09-300001649739us-gaap:CommercialRealEstatePortfolioSegmentMemberus-gaap:FinancialAssetPastDueMember2026-09-300001649739us-gaap:CommercialRealEstatePortfolioSegmentMemberus-gaap:FinancialAssetNotPastDueMember2026-09-300001649739bafn:ConstructionAndLandRealEstateSegmentMemberbafn:FinancialAsset30To89DaysPastDueMember2026-09-300001649739bafn:ConstructionAndLandRealEstateSegmentMemberus-gaap:FinancingReceivablesEqualToGreaterThan90DaysPastDueMember2026-09-300001649739bafn:ConstructionAndLandRealEstateSegmentMemberus-gaap:FinancialAssetPastDueMember2026-09-300001649739bafn:ConstructionAndLandRealEstateSegmentMemberus-gaap:FinancialAssetNotPastDueMember2026-09-300001649739bafn:CommercialAndIndustrialSegmentMemberbafn:FinancialAsset30To89DaysPastDueMember2026-09-300001649739bafn:CommercialAndIndustrialSegmentMemberus-gaap:FinancingReceivablesEqualToGreaterThan90DaysPastDueMember2026-09-300001649739bafn:CommercialAndIndustrialSegmentMemberus-gaap:FinancialAssetPastDueMember2026-09-300001649739bafn:CommercialAndIndustrialSegmentMemberus-gaap:FinancialAssetNotPastDueMember2026-09-300001649739bafn:ConsumerAndOtherSegmentMemberbafn:FinancialAsset30To89DaysPastDueMember2026-09-300001649739bafn:ConsumerAndOtherSegmentMemberus-gaap:FinancingReceivablesEqualToGreaterThan90DaysPastDueMember2026-09-300001649739bafn:ConsumerAndOtherSegmentMemberus-gaap:FinancialAssetPastDueMember2026-09-300001649739bafn:ConsumerAndOtherSegmentMemberus-gaap:FinancialAssetNotPastDueMember2026-09-300001649739bafn:FinancialAsset30To89DaysPastDueMember2026-09-300001649739us-gaap:FinancingReceivablesEqualToGreaterThan90DaysPastDueMember2026-09-300001649739us-gaap:FinancialAssetPastDueMember2026-09-300001649739us-gaap:FinancialAssetNotPastDueMember2026-09-300001649739bafn:ResidentialRealEstateSegmentMemberbafn:FinancialAsset30To89DaysPastDueMember2025-12-310001649739bafn:ResidentialRealEstateSegmentMemberus-gaap:FinancingReceivablesEqualToGreaterThan90DaysPastDueMember2025-12-310001649739bafn:ResidentialRealEstateSegmentMemberus-gaap:FinancialAssetPastDueMember2025-12-310001649739bafn:ResidentialRealEstateSegmentMemberus-gaap:FinancialAssetNotPastDueMember2025-12-310001649739us-gaap:CommercialRealEstatePortfolioSegmentMemberbafn:FinancialAsset30To89DaysPastDueMember2025-12-310001649739us-gaap:CommercialRealEstatePortfolioSegmentMemberus-gaap:FinancingReceivablesEqualToGreaterThan90DaysPastDueMember2025-12-310001649739us-gaap:CommercialRealEstatePortfolioSegmentMemberus-gaap:FinancialAssetPastDueMember2025-12-310001649739us-gaap:CommercialRealEstatePortfolioSegmentMemberus-gaap:FinancialAssetNotPastDueMember2025-12-310001649739bafn:ConstructionAndLandRealEstateSegmentMemberbafn:FinancialAsset30To89DaysPastDueMember2025-12-310001649739bafn:ConstructionAndLandRealEstateSegmentMemberus-gaap:FinancingReceivablesEqualToGreaterThan90DaysPastDueMember2025-12-310001649739bafn:ConstructionAndLandRealEstateSegmentMemberus-gaap:FinancialAssetPastDueMember2025-12-310001649739bafn:ConstructionAndLandRealEstateSegmentMemberus-gaap:FinancialAssetNotPastDueMember2025-12-310001649739bafn:CommercialAndIndustrialSegmentMemberbafn:FinancialAsset30To89DaysPastDueMember2025-12-310001649739bafn:CommercialAndIndustrialSegmentMemberus-gaap:FinancingReceivablesEqualToGreaterThan90DaysPastDueMember2025-12-310001649739bafn:CommercialAndIndustrialSegmentMemberus-gaap:FinancialAssetPastDueMember2025-12-310001649739bafn:CommercialAndIndustrialSegmentMemberus-gaap:FinancialAssetNotPastDueMember2025-12-310001649739bafn:CommercialAndIndustrialPPPSegmentMemberbafn:FinancialAsset30To89DaysPastDueMember2025-12-310001649739bafn:CommercialAndIndustrialPPPSegmentMemberus-gaap:FinancingReceivablesEqualToGreaterThan90DaysPastDueMember2025-12-310001649739bafn:CommercialAndIndustrialPPPSegmentMemberus-gaap:FinancialAssetPastDueMember2025-12-310001649739bafn:CommercialAndIndustrialPPPSegmentMemberus-gaap:FinancialAssetNotPastDueMember2025-12-310001649739bafn:ConsumerAndOtherSegmentMemberbafn:FinancialAsset30To89DaysPastDueMember2025-12-310001649739bafn:ConsumerAndOtherSegmentMemberus-gaap:FinancingReceivablesEqualToGreaterThan90DaysPastDueMember2025-12-310001649739bafn:ConsumerAndOtherSegmentMemberus-gaap:FinancialAssetPastDueMember2025-12-310001649739bafn:ConsumerAndOtherSegmentMemberus-gaap:FinancialAssetNotPastDueMember2025-12-310001649739bafn:FinancialAsset30To89DaysPastDueMember2025-12-310001649739us-gaap:FinancingReceivablesEqualToGreaterThan90DaysPastDueMember2025-12-310001649739us-gaap:FinancialAssetPastDueMember2025-12-310001649739us-gaap:FinancialAssetNotPastDueMember2025-12-310001649739bafn:PPPLoanDelinquenciesMember2025-12-310001649739us-gaap:PassMemberus-gaap:CommercialRealEstatePortfolioSegmentMember2026-09-300001649739us-gaap:SpecialMentionMemberus-gaap:CommercialRealEstatePortfolioSegmentMember2026-09-300001649739us-gaap:SubstandardMemberus-gaap:CommercialRealEstatePortfolioSegmentMember2026-09-300001649739us-gaap:DoubtfulMemberus-gaap:CommercialRealEstatePortfolioSegmentMember2026-09-300001649739us-gaap:PassMemberbafn:ConstructionAndLandRealEstateSegmentMember2026-09-300001649739us-gaap:SpecialMentionMemberbafn:ConstructionAndLandRealEstateSegmentMember2026-09-300001649739us-gaap:SubstandardMemberbafn:ConstructionAndLandRealEstateSegmentMember2026-09-300001649739us-gaap:DoubtfulMemberbafn:ConstructionAndLandRealEstateSegmentMember2026-09-300001649739us-gaap:PassMemberbafn:CommercialAndIndustrialSegmentMember2026-09-300001649739us-gaap:SpecialMentionMemberbafn:CommercialAndIndustrialSegmentMember2026-09-300001649739us-gaap:SubstandardMemberbafn:CommercialAndIndustrialSegmentMember2026-09-300001649739us-gaap:DoubtfulMemberbafn:CommercialAndIndustrialSegmentMember2026-09-300001649739us-gaap:PassMemberus-gaap:CommercialRealEstatePortfolioSegmentMember2025-12-310001649739us-gaap:SpecialMentionMemberus-gaap:CommercialRealEstatePortfolioSegmentMember2025-12-310001649739us-gaap:SubstandardMemberus-gaap:CommercialRealEstatePortfolioSegmentMember2025-12-310001649739us-gaap:DoubtfulMemberus-gaap:CommercialRealEstatePortfolioSegmentMember2025-12-310001649739us-gaap:CommercialRealEstatePortfolioSegmentMember2025-01-012025-12-310001649739us-gaap:PassMemberbafn:ConstructionAndLandRealEstateSegmentMember2025-12-310001649739us-gaap:SpecialMentionMemberbafn:ConstructionAndLandRealEstateSegmentMember2025-12-310001649739us-gaap:SubstandardMemberbafn:ConstructionAndLandRealEstateSegmentMember2025-12-310001649739us-gaap:DoubtfulMemberbafn:ConstructionAndLandRealEstateSegmentMember2025-12-310001649739bafn:ConstructionAndLandRealEstateSegmentMember2025-01-012025-12-310001649739us-gaap:PassMemberbafn:CommercialAndIndustrialSegmentMember2025-12-310001649739us-gaap:SpecialMentionMemberbafn:CommercialAndIndustrialSegmentMember2025-12-310001649739us-gaap:SubstandardMemberbafn:CommercialAndIndustrialSegmentMember2025-12-310001649739us-gaap:DoubtfulMemberbafn:CommercialAndIndustrialSegmentMember2025-12-310001649739bafn:CommercialAndIndustrialSegmentMember2025-01-012025-12-310001649739us-gaap:PassMemberbafn:CommercialAndIndustrialPPPSegmentMember2025-12-310001649739us-gaap:SpecialMentionMemberbafn:CommercialAndIndustrialPPPSegmentMember2025-12-310001649739us-gaap:SubstandardMemberbafn:CommercialAndIndustrialPPPSegmentMember2025-12-310001649739us-gaap:DoubtfulMemberbafn:CommercialAndIndustrialPPPSegmentMember2025-12-310001649739bafn:CommercialAndIndustrialPPPSegmentMember2025-01-012025-12-310001649739us-gaap:PassMemberbafn:ResidentialRealEstateSegmentMember2026-09-300001649739us-gaap:DoubtfulMemberbafn:ResidentialRealEstateSegmentMember2026-09-300001649739us-gaap:PassMemberbafn:ConsumerAndOtherSegmentMember2026-09-300001649739us-gaap:DoubtfulMemberbafn:ConsumerAndOtherSegmentMember2026-09-300001649739us-gaap:PassMemberbafn:ResidentialRealEstateSegmentMember2025-12-310001649739us-gaap:DoubtfulMemberbafn:ResidentialRealEstateSegmentMember2025-12-310001649739bafn:ResidentialRealEstateSegmentMember2025-01-012025-12-310001649739us-gaap:PassMemberbafn:ConsumerAndOtherSegmentMember2025-12-310001649739us-gaap:DoubtfulMemberbafn:ConsumerAndOtherSegmentMember2025-12-310001649739bafn:ConsumerAndOtherSegmentMember2025-01-012025-12-310001649739us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel1Member2026-09-300001649739us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Member2026-09-300001649739us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Member2026-09-300001649739us-gaap:FairValueMeasurementsRecurringMember2026-09-300001649739us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel1Member2025-12-310001649739us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Member2025-12-310001649739us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Member2025-12-310001649739us-gaap:FairValueMeasurementsRecurringMember2025-12-310001649739bafn:SBALoanMember2026-01-012026-09-300001649739bafn:SBALoanMember2025-01-012025-09-300001649739us-gaap:LoansReceivableMember2025-12-310001649739us-gaap:LoansReceivableMember2024-12-310001649739us-gaap:LoansReceivableMember2026-01-012026-09-300001649739us-gaap:LoansReceivableMember2025-01-012025-09-300001649739us-gaap:LoansReceivableMember2026-09-300001649739us-gaap:LoansReceivableMember2025-09-300001649739bafn:GovernmentGuaranteedLoansHFIMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Member2026-09-300001649739bafn:GovernmentGuaranteedLoansHFIMemberus-gaap:MeasurementInputDiscountRateMembersrt:MinimumMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Member2026-09-300001649739bafn:GovernmentGuaranteedLoansHFIMemberus-gaap:MeasurementInputDiscountRateMembersrt:MaximumMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Member2026-09-300001649739bafn:GovernmentGuaranteedLoansHFIMemberus-gaap:MeasurementInputDiscountRateMembersrt:WeightedAverageMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Member2026-09-300001649739bafn:GovernmentGuaranteedLoansHFIMemberus-gaap:MeasurementInputConstantPrepaymentRateMembersrt:MinimumMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Member2026-09-300001649739bafn:GovernmentGuaranteedLoansHFIMemberus-gaap:MeasurementInputConstantPrepaymentRateMembersrt:MaximumMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Member2026-09-300001649739bafn:GovernmentGuaranteedLoansHFIMemberus-gaap:MeasurementInputConstantPrepaymentRateMembersrt:WeightedAverageMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Member2026-09-300001649739bafn:GovernmentGuaranteedLoansHFIMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Member2025-12-310001649739bafn:GovernmentGuaranteedLoansHFIMemberus-gaap:MeasurementInputDiscountRateMembersrt:MinimumMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Member2025-12-310001649739bafn:GovernmentGuaranteedLoansHFIMemberus-gaap:MeasurementInputDiscountRateMembersrt:MaximumMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Member2025-12-310001649739bafn:GovernmentGuaranteedLoansHFIMemberus-gaap:MeasurementInputDiscountRateMembersrt:WeightedAverageMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Member2025-12-310001649739bafn:GovernmentGuaranteedLoansHFIMemberus-gaap:MeasurementInputConstantPrepaymentRateMembersrt:MinimumMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Member2025-12-310001649739bafn:GovernmentGuaranteedLoansHFIMemberus-gaap:MeasurementInputConstantPrepaymentRateMembersrt:MaximumMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Member2025-12-310001649739bafn:GovernmentGuaranteedLoansHFIMemberus-gaap:MeasurementInputConstantPrepaymentRateMembersrt:WeightedAverageMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Member2025-12-310001649739us-gaap:FairValueMeasurementsNonrecurringMember2026-09-300001649739us-gaap:MeasurementInputDiscountRateMembersrt:MinimumMemberus-gaap:FairValueMeasurementsNonrecurringMember2026-09-300001649739us-gaap:MeasurementInputDiscountRateMembersrt:MaximumMemberus-gaap:FairValueMeasurementsNonrecurringMember2026-09-300001649739us-gaap:MeasurementInputDiscountRateMemberus-gaap:FairValueMeasurementsNonrecurringMember2026-09-300001649739us-gaap:FairValueMeasurementsNonrecurringMember2025-12-310001649739us-gaap:MeasurementInputDiscountRateMemberus-gaap:FairValueMeasurementsNonrecurringMember2025-12-310001649739us-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:FairValueInputsLevel1Member2026-09-300001649739us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel1Member2026-09-300001649739us-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:FairValueInputsLevel1Member2025-12-310001649739us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel1Member2025-12-310001649739us-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Member2026-09-300001649739us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Member2026-09-300001649739us-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Member2025-12-310001649739us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Member2025-12-310001649739us-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:FairValueInputsLevel3Member2026-09-300001649739us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel3Member2026-09-300001649739us-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:FairValueInputsLevel3Member2025-12-310001649739us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel3Member2025-12-310001649739us-gaap:CarryingReportedAmountFairValueDisclosureMemberbafn:NoninterestBearingDepositsMemberus-gaap:FairValueInputsLevel2Member2026-09-300001649739us-gaap:EstimateOfFairValueFairValueDisclosureMemberbafn:NoninterestBearingDepositsMemberus-gaap:FairValueInputsLevel2Member2026-09-300001649739us-gaap:CarryingReportedAmountFairValueDisclosureMemberbafn:NoninterestBearingDepositsMemberus-gaap:FairValueInputsLevel2Member2025-12-310001649739us-gaap:EstimateOfFairValueFairValueDisclosureMemberbafn:NoninterestBearingDepositsMemberus-gaap:FairValueInputsLevel2Member2025-12-310001649739us-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:InterestBearingDepositsMemberus-gaap:FairValueInputsLevel2Member2026-09-300001649739us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:InterestBearingDepositsMemberus-gaap:FairValueInputsLevel2Member2026-09-300001649739us-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:InterestBearingDepositsMemberus-gaap:FairValueInputsLevel2Member2025-12-310001649739us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:InterestBearingDepositsMemberus-gaap:FairValueInputsLevel2Member2025-12-310001649739us-gaap:CarryingReportedAmountFairValueDisclosureMemberbafn:BankSavingsAndMoneyMarketDepositsMemberus-gaap:FairValueInputsLevel2Member2026-09-300001649739us-gaap:EstimateOfFairValueFairValueDisclosureMemberbafn:BankSavingsAndMoneyMarketDepositsMemberus-gaap:FairValueInputsLevel2Member2026-09-300001649739us-gaap:CarryingReportedAmountFairValueDisclosureMemberbafn:BankSavingsAndMoneyMarketDepositsMemberus-gaap:FairValueInputsLevel2Member2025-12-310001649739us-gaap:EstimateOfFairValueFairValueDisclosureMemberbafn:BankSavingsAndMoneyMarketDepositsMemberus-gaap:FairValueInputsLevel2Member2025-12-310001649739us-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:BankTimeDepositsMemberus-gaap:FairValueInputsLevel2Member2026-09-300001649739us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:BankTimeDepositsMemberus-gaap:FairValueInputsLevel2Member2026-09-300001649739us-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:BankTimeDepositsMemberus-gaap:FairValueInputsLevel2Member2025-12-310001649739us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:BankTimeDepositsMemberus-gaap:FairValueInputsLevel2Member2025-12-310001649739bafn:SBA7aLoansMember2025-12-310001649739bafn:SBALoanMember2026-06-300001649739bafn:SBALoanMember2025-06-300001649739bafn:SBALoanMember2025-12-310001649739bafn:SBALoanMember2024-12-310001649739bafn:SBALoanMember2026-07-012026-09-300001649739bafn:SBALoanMember2025-07-012025-09-300001649739bafn:SBALoanMember2026-09-300001649739bafn:SBALoanMember2025-09-300001649739us-gaap:EstimateOfFairValueFairValueDisclosureMemberbafn:SBALoanMemberus-gaap:FairValueInputsLevel3Member2026-09-300001649739us-gaap:EstimateOfFairValueFairValueDisclosureMemberbafn:SBALoanMemberus-gaap:FairValueInputsLevel3Member2025-12-3100016497392025-01-012025-12-310001649739us-gaap:FederalReserveBankAdvancesMember2025-12-310001649739us-gaap:FederalHomeLoanBankAdvancesMember2025-12-310001649739us-gaap:FederalHomeLoanBankAdvancesMember2026-09-300001649739us-gaap:FederalReserveBankAdvancesMember2026-09-300001649739us-gaap:CommercialLoanMemberus-gaap:FederalReserveBankAdvancesMemberus-gaap:SecuredDebtMember2026-09-300001649739us-gaap:FederalReserveBankAdvancesMemberus-gaap:SecuredDebtMember2026-09-300001649739us-gaap:SubordinatedDebtMemberbafn:June2031SubordinatedNotesMember2026-09-300001649739us-gaap:SubordinatedDebtMemberbafn:June2031SubordinatedNotesMember2026-01-012026-09-300001649739us-gaap:SubordinatedDebtMemberus-gaap:SecuredOvernightFinancingRateSofrMemberbafn:June2031SubordinatedNotesMember2026-01-012026-09-300001649739us-gaap:SubordinatedDebtMemberus-gaap:SecuredOvernightFinancingRateSofrMemberbafn:June2031SubordinatedNotesMember2026-09-300001649739us-gaap:NotesPayableOtherPayablesMemberus-gaap:PrimeRateMemberbafn:AmortizingNotePayableMember2026-01-012026-09-300001649739us-gaap:NotesPayableOtherPayablesMemberbafn:AmortizingNotePayableMember2026-01-012026-09-300001649739bafn:EquityPlanMember2026-01-012026-09-300001649739bafn:EquityPlanMember2025-01-012025-09-300001649739us-gaap:RestrictedStockUnitsRSUMember2025-12-310001649739us-gaap:RestrictedStockUnitsRSUMember2026-01-012026-09-300001649739us-gaap:RestrictedStockUnitsRSUMember2026-09-300001649739us-gaap:RestrictedStockUnitsRSUMember2024-12-310001649739us-gaap:RestrictedStockUnitsRSUMember2025-01-012025-09-300001649739us-gaap:RestrictedStockUnitsRSUMember2025-09-300001649739us-gaap:EmployeeStockOptionMember2026-01-012026-09-300001649739us-gaap:EmployeeStockOptionMemberus-gaap:ShareBasedPaymentArrangementEmployeeMember2026-01-012026-09-300001649739us-gaap:EmployeeStockOptionMemberus-gaap:ShareBasedPaymentArrangementNonemployeeMember2026-01-012026-09-300001649739us-gaap:EmployeeStockMember2026-01-012026-09-300001649739us-gaap:EmployeeStockMember2025-01-012025-09-300001649739bafn:TierOneMember2026-01-012026-09-300001649739bafn:TierTwoMember2026-01-012026-09-300001649739us-gaap:UnfundedLoanCommitmentMember2026-09-300001649739us-gaap:UnfundedLoanCommitmentMember2025-12-310001649739us-gaap:UnusedLinesOfCreditMember2026-09-300001649739us-gaap:UnusedLinesOfCreditMember2025-12-310001649739us-gaap:StandbyLettersOfCreditMember2026-09-300001649739us-gaap:StandbyLettersOfCreditMember2025-12-310001649739us-gaap:EmployeeStockOptionMember2026-07-012026-09-300001649739us-gaap:EmployeeStockOptionMember2025-07-012025-09-300001649739us-gaap:EmployeeStockOptionMember2026-01-012026-09-300001649739us-gaap:EmployeeStockOptionMember2025-01-012025-09-300001649739bafn:ConvertibleSeriesBPreferredStockMember2026-07-012026-09-300001649739bafn:ConvertibleSeriesBPreferredStockMember2025-07-012025-09-300001649739bafn:ConvertibleSeriesBPreferredStockMember2026-01-012026-09-300001649739bafn:ConvertibleSeriesBPreferredStockMember2025-01-012025-09-300001649739bafn:ConvertibleSeriesCPreferredStockMember2026-07-012026-09-300001649739bafn:ConvertibleSeriesCPreferredStockMember2025-07-012025-09-300001649739bafn:ConvertibleSeriesCPreferredStockMember2026-01-012026-09-300001649739bafn:ConvertibleSeriesCPreferredStockMember2025-01-012025-09-3000016497392025-10-012025-12-310001649739us-gaap:EmployeeSeveranceMember2025-10-012025-12-310001649739bafn:ImpairedAssetsMember2025-10-012025-12-310001649739bafn:BrokerCostsMember2025-10-012025-12-310001649739us-gaap:OtherRestructuringMember2025-10-012025-12-310001649739us-gaap:SubsequentEventMemberus-gaap:CommonStockMember2026-10-082026-10-080001649739us-gaap:SubsequentEventMemberus-gaap:CommonStockMember2026-10-080001649739us-gaap:SubsequentEventMemberus-gaap:SeriesCPreferredStockMember2026-11-062026-11-060001649739us-gaap:SubsequentEventMemberus-gaap:CommonStockMember2026-11-060001649739us-gaap:SubsequentEventMemberus-gaap:SeriesCPreferredStockMember2026-11-06
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal period ended September 30, 2026
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 001-41068
BAYFIRST FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
Florida
59-3665079
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
700 Central Avenue
St. Petersburg, Florida
33701
(Address of Principal Executive Offices)
(Zip Code)
(727) 521-7085
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stockBAFNThe Nasdaq Stock Market LLC
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).      Yes  x   No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated fileroAccelerated filero
Non-accelerated filer  xSmaller reporting companyx
Emerging growth companyx
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).     Yes  o   No ☒
The registrant had outstanding 32,219,248 shares of common stock as of November 6, 2026.


Table of Contents
BayFirst Financial Corp.
Table of Contents
Page
Part I - Financial Information
3
Item 1.
Financial Statements
3
Condensed Consolidated Balance Sheets at September 30, 2026 (Unaudited) and December 31, 2025
3
Condensed Consolidated Statements of Income (Loss) (Unaudited) for the three and nine months ended September 30, 2026 and 2025
5
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) for the three and nine months ended September 30, 2026 and 2025
6
Condensed Consolidated Statements of Changes in Shareholders’ Equity (Unaudited) for the three and nine months ended September 30, 2026 and 2025
7
Condensed Consolidated Statements of Cash Flows (Unaudited) for the nine months ended September 30, 2026 and 2025
9
Notes to the Condensed Consolidated Financial Statements (Unaudited)
11
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
38
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
60
Item 4.
Controls and Procedures
61
Part II - Other Information
63
Item 1.
Legal Proceedings
63
Item 1A.
Risk Factors
63
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
63
Item 3.
Defaults Upon Senior Securities
63
Item 4.
Mine Safety Disclosures
63
Item 5.
Other Information
63
Item 6.
Exhibits
64
Signatures
65

1

Table of Contents

Glossary of Acronyms and Abbreviations
The acronyms and abbreviations identified below may be used throughout this Quarterly Report on Form 10-Q or in our other SEC filings. You may find it helpful to refer back to this page while reading this report.
ACL: Allowance for Credit LossesFFIEC: Federal Financial Institutions Examination Council
AFS: Available for SaleFHLB: Federal Home Loan Bank
AIO: Architecture, Infrastructure, and OperationsFNBB: First National Bankers Bank
ALCO: Asset-Liability Committee
FOMC: Federal Open Market Committee
AOCI: Accumulated Other Comprehensive Income
FRB: Federal Reserve Bank
ASC: FASB Accounting Standards CodificationFVO: Fair Value Option
ASU: FASB Accounting Standards UpdateGAAP: Generally Accepted Accounting Principles
BHCA: Bank Holding Company Act of 1956, as amended
HFI: Held for Investment
BOLI: Bank Owned Life InsuranceHFS: Held for Sale
BSA: Bank Secrecy Act of 1970HTM: Held to Maturity
CARES Act: Coronavirus Aid, Relief, and Economic Security ActIRA: Individual Retirement Account
CBLR: Community Bank Leverage RatioISO: Information Security Officer
CDARS: Certificate of Deposit Account Registry ServicesIT: Information Technology
CECL: Current Expected Credit LossesJOBS Act: Jumpstart Our Business Startups Act of 2012
CEO: Chief Executive OfficerLGD: Loss Given Default
CET1: Common Equity Tier 1 Capital
LHFS: Loans Held for Sale
CFPB: Consumer Financial Protection BureauMMDA: Money Market Deposit Account
C&I: Commercial and IndustrialNOW: Negotiable Order of Withdrawal
CRO: Chief Risk OfficerNSPP: Non-Qualified Stock Purchase Plan
CTO: Chief Technology OfficerOCC: Office of the Comptroller of the Currency
Dodd-Frank Act: Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010OREO: Other Real Estate Owned
DRIP: Dividend Reinvestment PlanOTTI: Other-Than-Temporary Impairment
EGC: Emerging Growth CompanyPCAOB: Public Company Accounting Oversight Board
EPS: Earnings per SharePD: Probability of Default
Equity Plan: The Amended and Restated 2017 Equity Incentive PlanPPP: Paycheck Protection Program
ESG: Environmental, Social, and GovernanceROU: Right of Use
ESOP: Employee Stock Ownership PlanSBA: Small Business Administration
Exchange Act: Securities Exchange Act of 1934SEC: U.S. Securities and Exchange Commission
FASB: Financial Accounting Standards BoardSOFR: Secured Overnight Financing Rate
FBCA: Florida Business Corporation ActU.S.: United States
FDIA: Federal Deposit Insurance ActUSDA: United States Department of Agriculture
FDIC: Federal Deposit Insurance CorporationUSDA B&I: United States Department of Agriculture Business and Industry
FDICIA: Federal Deposit Insurance Corporation Improvement ActWARM: Weighted Average Remaining Life
2

Table of Contents
BAYFIRST FINANCIAL CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except per share data)
Part I - Financial Information
Item 1. Financial Statements

September 30, 2026December 31, 2025
(1)
ASSETS(Unaudited)(As restated)
Cash and due from banks
$5,230 $5,123 
Interest-bearing deposits in banks
123,097 201,859 
Cash and cash equivalents
128,327 206,982 
Investment securities available for sale, at fair value (amortized cost: $27,454 and $31,974 at September 30, 2026 and December 31, 2025, respectively)
23,856 29,363 
Investment securities held to maturity, at amortized cost, net of allowance for credit losses of $7 and $7 (fair value: $2,347 and $2,384 at September 30, 2026 and December 31, 2025, respectively)
2,493 2,493 
Nonmarketable equity securities
4,509 4,656 
Government guaranteed loans HFI, at fair value
42,204 54,076 
Loans HFI, at amortized cost
860,762 903,938 
Allowance for credit losses on loans(41,762)(21,996)
    Net loans HFI, at amortized cost
819,000 881,942 
Accrued interest receivable
5,429 6,317 
Premises and equipment, net
34,681 31,188 
Loan servicing rights
8,827 12,580 
Deferred income tax asset
21,836 7,826 
Right-of-use operating lease assets
13,402 14,504 
Bank owned life insurance
27,854 27,264 
Other real estate owned410 400 
Other assets
15,101 14,678 
Total assets
$1,147,929 $1,294,269 
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Noninterest-bearing deposit accounts
$121,193 $95,731 
Interest-bearing transaction accounts
142,555 231,227 
Savings and money market deposit accounts
445,578 454,639 
Time deposits
304,828 402,341 
Total deposits
1,014,154 1,183,938 
Subordinated notes
5,968 5,962 
Notes payable
1,138 1,593 
Accrued interest payable
735 1,133 
Operating lease liabilities
12,408 13,264 
Accrued expenses and other liabilities
8,985 6,799 
Total liabilities
1,043,388 1,212,689 
3

Table of Contents
BAYFIRST FINANCIAL CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS CONTINUED
(Dollars in thousands, except per share data)
September 30, 2026December 31, 2025
(1)
Shareholders’ equity:
(Unaudited)(As restated)
Preferred stock, Series A; no par value, no shares authorized, issued, and outstanding at September 30, 2026 and 10,000 shares authorized, 6,395 shares issued and outstanding at December 31, 2025; aggregate liquidation preference of $6,683 at December 31, 2025
— 6,161 
Preferred stock, Series B; no par value, no shares authorized, issued, and outstanding at September 30, 2026 and 20,000 shares authorized,3,210 shares issued and outstanding at December 31, 2025; aggregate liquidation preference of $3,338 at December 31, 2025
— 3,123 
Preferred stock, Series C; no par value, 10,000 shares authorized, 6,446 shares issued and outstanding at September 30, 2026 and December 31, 2025; aggregate liquidation preference of $6,446 at September 30, 2026 and $6,801 at December 31, 2025
6,446 6,446 
Common stock and additional paid-in capital; no par value, 100,000,000 and 15,000,000, shares authorized, 26,962,725 and 4,108,609 shares issued and outstanding at September 30, 2026 and December 31, 2025, respectively
128,646 54,371 
Accumulated other comprehensive loss, net
(2,701)(1,960)
Unearned compensation
(213)(335)
Retained earnings (losses)
(27,637)13,774 
Total shareholders’ equity
104,541 81,580 
Total liabilities and shareholders’ equity
$1,147,929 $1,294,269 

(1) Derived from audited consolidated financial statements as restated

See accompanying notes.

4

Table of Contents
BAYFIRST FINANCIAL CORP.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) (UNAUDITED)
(Dollars in thousands, except per share data)
Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
As restatedAs restated
Interest income:
Loans, including fees
$15,951 $20,746 $46,675 $61,346 
Interest-bearing deposits in banks and other
1,296 946 4,367 2,926 
Total interest income
17,247 21,692 51,042 64,272 
Interest expense:
Deposits
6,483 9,576 21,226 28,289 
Borrowings
137 798 327 1,928 
Total interest expense
6,620 10,374 21,553 30,217 
Net interest income
10,627 11,318 29,489 34,055 
Provision for credit losses
(69)11,165 32,312 23,332 
Net interest income after provision for credit losses
10,696 153 (2,823)10,723 
Noninterest income:
Loan servicing income, net
655 761 2,013 1,981 
Gain (loss) on sale of government guaranteed loans, net— 3,039 (97)15,975 
Service charges and fees
507 474 1,494 1,396 
Government guaranteed loans fair value gain (loss), net
(38)(882)(7,039)805 
Fair value adjustment on loans held for sale
— (5,096)— (5,096)
Government guaranteed loan packaging fees— 380 — 1,673 
Loss on nonmarketable equity securities— — (1,500)— 
Loss on premises and equipment— — (21)— 
Other noninterest income (loss)
(23)254 326 1,215 
Total noninterest income (loss)
1,101 (1,070)(4,824)17,949 
Noninterest expense:
Salaries and benefits
4,466 7,637 14,867 23,748 
Bonus, commissions, and incentives
576 530 1,607 863 
Occupancy and equipment
1,307 1,525 4,027 4,738 
Data processing
1,406 2,049 5,544 6,172 
Marketing and business development
76 262 356 1,152 
Professional services
571 859 2,907 2,373 
Loan servicing and origination expense
3,004 3,273 9,962 6,866 
Employee recruiting and development
213 364 663 1,443 
Regulatory assessments
515 484 1,704 1,175 
Restructure charges— 7,262 — 7,262 
Other noninterest expense
682 970 3,741 2,764 
Total noninterest expense
12,816 25,215 45,378 58,556 
Loss before income taxes
(1,019)(26,132)(53,025)(29,884)
Income tax benefit
(342)(7,055)(13,753)(8,015)
Net loss(677)(19,077)(39,272)(21,869)
Preferred stock dividends
277 385 1,048 1,156 
Net loss attributable to common shareholders
$(954)$(19,462)$(40,320)$(23,025)
Basic loss per common share
$(0.04)$(4.71)$(3.76)$(5.57)
Diluted loss per common share
$(0.04)$(4.71)$(3.76)$(5.57)
See accompanying notes.
5

Table of Contents
BAYFIRST FINANCIAL CORP.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)
(Dollars in thousands)
Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
As restatedAs restated
Net loss
$(677)$(19,077)$(39,272)$(21,869)
Net unrealized gains (losses) on investment securities available for sale
(785)397 (987)1,231 
Deferred income tax expense (benefit)
195 (98)246 (344)
Other comprehensive income (loss), net
(590)299 (741)887 
Comprehensive loss
$(1,267)$(18,778)$(40,013)$(20,982)
See accompanying notes.
6

Table of Contents
BAYFIRST FINANCIAL CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (UNAUDITED)
(Dollars in thousands, except per share data)
Preferred
Stock, Series A
Preferred
Stock, Series B
Preferred
Stock, Series C
Preferred
Stock, Series D
Preferred
Stock, Series E
Common Stock, Additional
Paid-in Capital, and Unearned Compensation
Accumulated
Other
Comprehensive
Income (Loss)
Retained
Earnings
Total
Balance at April 1, 2025 (as restated))
$6,161 $3,123 $6,446 $— $— $53,733 $(2,368)$35,547 $102,642 
Net loss
— — — — — — — (19,077)(19,077)
Non-qualified stock purchase plan
— — — — — 38 — — 38 
Unearned ESOP shares allocation— — — — — 368 — — 368 
Stock-based awards - common stock:
Restricted stock expense, net of tax impact
— — — — — 83 — — 83 
Stock option expense
— — — — — 4 — — 4 
Other comprehensive income, net— — — — — — 299 — 299 
Dividends declared on:
Preferred stock
— — — — — — — (385)(385)
Balance at September 30, 2025 (as restated)
$6,161 $3,123 $6,446 $— $— $54,226 $(2,069)$16,085 $83,972 
Balance at April 1, 2026 (as restated)
$6,161 $3,123 $6,446 $37,254 $37,254 $54,137 $(2,111)$(26,363)$115,901 
Net loss
— — — — — — — (677)(677)
Stock-based awards - common stock:
Restricted stock expense, net of tax impact
— — — — — 31 — — 31 
Conversion of Series D and Series E preferred stock to common stock— — — (37,254)(37,254)74,508 — — — 
Redemption of Series A and Series B preferred stock(6,161)(3,123)— — — — (243)— (9,527)
Other comprehensive loss, net
— — — — — — (590)— (590)
Dividends on:
— — — 
Preferred stock
— — — — — — — (597)(597)
Balance at September 30, 2026
$— $— $6,446 $— $— $128,433 $(2,701)$(27,637)$104,541 

See accompanying notes.
7

Table of Contents
BAYFIRST FINANCIAL CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (UNAUDITED)
(Dollars in thousands, except per share data)
Preferred
Stock, Series A
Preferred
Stock, Series B
Preferred
Stock, Series C
Preferred
Stock, Series D
Preferred
Stock, Series E
Common Stock, Additional
Paid-in Capital, and Unearned Compensation
Accumulated
Other
Comprehensive
Income (Loss)
Retained
Earnings
Total
Balance at January 1, 2025 (as restated)
$6,161 $3,123 $6,446 $— $— $54,012 $(2,956)$39,773 $106,559 
Net loss
— — — — — — — (21,869)(21,869)
Issuance of common stock under:
Non-qualified stock purchase plan
— — — — — 38 — — 38 
Repurchase of common stock— — — — — (335)— — (335)
Unearned ESOP shares allocation— — — — — 368 — — 368 
Stock-based awards - common stock:
Restricted stock expense, net of tax impact
— — — — — 65 — — 65 
Stock option expense
— — — — — 78 — — 78 
Other comprehensive income, net
— — — — — — 887 — 887 
Dividends declared on:
Preferred stock
— — — — — — — (1,156)(1,156)
Common stock ($0.16 per share)
— — — — — — — (663)(663)
Balance at September 30, 2025 (as restated)
$6,161 $3,123 $6,446 $— $— $54,226 $(2,069)$16,085 $83,972 
Balance at January 1, 2026 (as restated)
$6,161 $3,123 $6,446 $— $— $54,036 $(1,960)$13,774 $81,580 
Net loss
— — — — — — — (39,272)(39,272)
Issuance of common stock under:
Non-qualified stock purchase plan
— — — — — 18 — — 18 
Issuance of preferred stock, net
— — — 37,254 37,254 — — — 74,508 
Stock-based awards - common stock:
Restricted stock benefit, net of tax impact
— — — — — 113 — — 113 
Stock option expense
— — — — — 1 — — 1 
Conversion of Series D and Series E preferred stock to common stock— — — (37,254)(37,254)74,508 — — — 
Redemption of Series A and Series B preferred stock(6,161)(3,123)— — — — (243)— (9,527)
Other comprehensive loss, net
— — — — — — (741)— (741)
Dividends on:
Preferred stock
— — — — — — — (2,139)(2,139)
Balance at September 30, 2026
$— $— $6,446 $— $— $128,433 $(2,701)$(27,637)$104,541 

See accompanying notes.
8

Table of Contents
BAYFIRST FINANCIAL CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(Dollars in thousands)
Nine Months Ended September 30,
20262025
Cash flows from operating activities:
As restated
Net loss$(39,272)$(21,869)
Adjustments to reconcile net loss to net cash from operating activities:
Depreciation of fixed assets1,519 1,657 
Net securities premium amortization (accretion)(8)34 
Amortization of debt issuance costs6 5 
Amortization of premium on loans purchased, net1,986 863 
Provision for credit losses32,312 23,332 
Accretion of discount on unguaranteed loans
(2,339)(2,919)
Deferred tax benefit(13,377)(6,845)
Proceeds from sales of government guaranteed loans held for sale
665 196,745 
Net (gains) losses on sales of government guaranteed loans
97 (15,975)
Fair value adjustment on loans held for sale— 5,096 
Net amortization of deferred loan costs2,453 2,727 
Change in fair value of government guaranteed loans HFI, at fair value
7,039 (805)
Amortization of loan servicing rights
3,753 5,360 
Loss on nonmarketable equity securities1,500 — 
Write down on other foreclosed assets32 — 
Loss on sale of premises and equipment21 — 
Gain on other real estate owned(19)(423)
Loss on sale and writedowns of repossessed assets113 9 
Non-qualified stock purchase plan expense
3 13 
Stock based compensation expense
114 143 
Income from bank owned life insurance
(590)(558)
Impairment of equipment and software1,249 1,422 
Changes in:
Accrued interest receivable
888 830 
Other assets
(832)(2,722)
Accrued interest payable
(398)46 
Other liabilities
1,191 1,324 
Net cash provided by (used in) operating activities(1,894)187,490 
Cash flows from investing activities:
Purchase of investment securities available for sale
— (5,718)
Principal payments on investment securities available for sale
2,028 2,240 
Call of investment securities held to maturity2,500 11,109 
Net purchase of nonmarketable equity securities
(1,353)(2,502)
Purchase of time deposits in banks— (14)
Maturity of time deposits in banks— 1,000 
Loan originations/(payments), net
32,070 (229,292)
9

Table of Contents
BAYFIRST FINANCIAL CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS CONTINUED (UNAUDITED)
(Dollars in thousands)
Nine Months Ended September 30,
20262025
Purchase of premises and equipment
(5,033)(276)
Proceeds on sales of other real estate owned119 155 
Proceeds on sales of repossessed assets290 59 
Net cash provided by (used in) investing activities30,621 (223,239)
Cash flows from financing activities:
Net change in deposits
(169,784)28,228 
Net change in short-term borrowings— 50,000 
Payments on notes payable
(455)(341)
Proceeds from issuance of preferred stock, net
74,508 — 
Redemption of series A and series B preferred shares
(9,284)— 
Change related to the issuance of common stock for benefit plans, net
(228)25 
Common share buyback - redeemed stock— (335)
Unearned ESOP shares— 368 
Dividends paid on common stock
— (663)
Dividends paid on preferred stock
(2,139)(771)
Net cash provided by (used in) financing activities
(107,382)76,511 
Net change in cash and cash equivalents
(78,655)40,762 
Cash and cash equivalents, beginning of period
206,982 77,788 
Cash and cash equivalents, end of period
$128,327 $118,550 
Supplemental cash flow information
Interest paid
$21,951 $30,171 
Income taxes paid
28 5,296 
Supplemental noncash disclosures
Net change in unrealized holding gains (losses) on investment securities available for sale, net of tax effect(741)887 
Accumulated unpaid preferred dividends— (385)
Transfer of government guaranteed loans HFI to loans HFS762 284,407 
Transfer of loans HFI to OREO142 53 
Transfer of loans HFI to repossessed assets528 — 
Conversion of Series D and Series E preferred stock to common stock
74,508 — 

See accompanying notes.
10

Table of Contents
BAYFIRST FINANCIAL CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Dollars in thousands, except per share data)
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements include BayFirst Financial Corp. and its wholly owned subsidiary, BayFirst National Bank (“the Bank”), together referred to as “the Company”.
These unaudited condensed consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles followed within the financial services industry for interim financial information and Article 8 of Regulation S-X. Accordingly, certain information and note disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to these rules and regulations. The consolidated balance sheet as of December 31, 2025 has been derived from the audited consolidated financial statements of BayFirst Financial Corp. for that date.
All of the Company’s financial results are similar and considered by management to be aggregated into one reportable operating segment. While the Company has assigned certain management responsibilities by branch location or department, the Company evaluates financial performance on a Company-wide basis. Accordingly, the Company currently operates one business segment.
In the opinion of management, all adjustments, consisting of normal and recurring items, considered necessary for a fair presentation of the condensed consolidated financial statements for the interim periods have been included. All significant intercompany accounts and transactions have been eliminated in consolidation. Certain amounts reported in prior periods have been reclassified to conform to current year presentation. These reclassifications did not have a material effect on previously reported net income, shareholders’ equity, or cash flows.
Operating results for the nine months ended September 30, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026. These statements should be read in conjunction with the consolidated financial statements and notes thereto for the year ended December 31, 2025.
The Company’s significant accounting policies are described in Note 1 of the Notes to Consolidated Financial Statements for the year ended December 31, 2025 in the Company’s Annual Report filed on Form 10-K. For interim reporting purposes, the Company follows the same basic accounting policies and considers each interim period as an integral part of an annual period.
Correction of Previously Issued Interim Unaudited Condensed Consolidated Financial Statements
Subsequent to the issuance of the Company's 2025 Consolidated Financial Statements on March 27, 2026, reporting errors were identified in the historical Consolidated Financial Statements related to cumulative misstatements of $2.8 million, pretax, of deferred origination costs and $2.1 million, pretax, of accrued interest as of March 31, 2026, related to unguaranteed portions of SBA 7(a) loans which had defaulted or were placed into nonaccrual status in prior periods, which resulted in a material understatement of provision for credit losses expense and overstatement of net interest income during the effected quarterly periods in which the errors accumulated in 2024, 2025, and the first quarter of 2026. Furthermore, management identified $3.4 million, pretax, of deferred origination costs which should have been netted against gain on sale of guaranteed SBA 7a loans which resulted in a material over statement of gain on sale of government guaranteed loans, during the affected quarterly periods in which the error accumulated in 2024 and 2025. Accordingly, the Company has restated the Consolidated Balance Sheets, Consolidated Statements of Income (Loss), Consolidated Statements of Comprehensive Income (Loss), Consolidated Statements of Changes in Shareholders’ Equity, and Consolidated Statements of Cash Flows for the affected periods, to reflect the error correction.
The Company has also updated all accompanying footnotes and disclosures affected by the correction within Note 3. Loans, Note 4. Allowance for Credit Losses, Note 5. Fair Value, Note 6. Government Guaranteed Loan Servicing Activities, Note 11. Regulatory Capital, and Note 13. Earnings per Common Share.
For comparative financial information, refer to the restated Annual Report on Form 10-K/A for the fiscal year ended December 31, 2025, filed on August 12, 2026 and our Amended Quarterly Report on Form 10-Q/A for the quarter ended March 31, 2026, filed on August 12, 2026.
Use of Estimates: To prepare financial statements in conformity with GAAP, management makes estimates and assumptions based on available information. These estimates and assumptions affect the amounts reported in the financial statements and the disclosures provided, and actual results could differ. The most significant estimates relate to the ACL, government guaranteed loan servicing rights, and fair value of government guaranteed loans HFI.
11

Table of Contents
BAYFIRST FINANCIAL CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Dollars in thousands, except per share data)
Emerging Growth Company Status: The Company is expected to remain an "emerging growth company," as defined in the JOBS Act, through December 31, 2026. Management is currently evaluating the impacts on financial reporting starting with the 2026 10K. Section 107 of the JOBS Act provides that an emerging growth company can take advantage of an extended transition period when complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company has elected to take advantage of this extended transition period, which means these financial statements, as well as financial statements they file in the future for as long as the Company remains an emerging growth company, will be subject to all new or revised accounting standards generally applicable to private companies.
Contingencies: Due to the nature of their activities, the Company is at times engaged in various legal proceedings that arise in the course of normal business, some of which were outstanding as of September 30, 2026. Although the ultimate outcome of all claims and lawsuits outstanding as of September 30, 2026 cannot be ascertained at this time, it is the opinion of management that these matters, when resolved, will not have a material adverse effect on the Company’s results of operations or financial condition.
Preferred Stock Offering:
On April 28, 2026, BayFirst Financial Corp. (the “Company”) entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with investors (each, a “Purchaser” and collectively, the “Purchasers”). Pursuant to the Securities Purchase Agreement, on that same date, the Company issued and sold to the Purchasers, in the aggregate 4,000 shares (the “Series D Shares”) of the Company’s Mandatorily Convertible Cumulative Perpetual Preferred Stock, Series D, no par value (the “Series D Preferred Stock”), at a purchase price of $10,000 per Series D Share; and 4,000 shares (the “Series E Shares” and together with the Series D Shares, the “Preferred Shares”) of the Company’s Mandatorily Convertible Cumulative Perpetual Preferred Stock, Series E, no par value, at a purchase price of $10,000 per Series E Share, in a private placement (the “Private Placement”), for gross proceeds of $80,000 and net proceeds of $74,508.
Subject to certain ownership limitations, the Series D Preferred Shares are convertible and Series E Preferred Shares are exchangeable into shares of Common Stock at the initial conversion rate of 2,857 shares of Common Stock per Preferred Share, which conversion rate is based on an initial conversion price of $3.50 per share of Common Stock and is subject to certain adjustments.
On July 14, 2026, the Company received shareholder approval to amend the Company’s articles of incorporation to increase the number of authorized shares of Common Stock to 100,000,000 shares and to covert Series D Preferred Shares and convert Series E Preferred Shares to Common Stock.
Stock Purchase and Exchange Agreement:
On July 14, 2026, the Company obtained shareholder approval to amend the BayFirst Financial Corp. Articles of Incorporation to increase the number of authorized shares of the common stock from 15,000,000 to 100,000,000 and exchanged all 4,000 outstanding shares of Mandatorily Convertible Cumulative Perpetual Preferred Stock, Series D, and exchanged all 4,000 outstanding shares of Mandatorily Convertible Cumulative Perpetual Preferred Stock, Series E for a total of 22,856,000 shares of common stock. Upon conversion on September 22, 2026, all shares of Series D and Series E Preferred Stock were retired.
Redemption of Series A and Series B Preferred Shares:
On August 13, 2026, the Company redeemed Series A and Series B Preferred Shares in the amount of $6,464 for Preferred Series A, including accrued dividends of $303, and $3,241 for Preferred Series B, including accrued dividends of $118.
Accounting Standards Not Yet Adopted:
In October 2023, the FASB issued ASU No. 2023-06 “Disclosure Improvements - Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative” (“ASU 2023-06”). ASU 2023-06 amends the ASC to incorporate certain disclosure requirements from SEC Release No. 33-10532 - Disclosure Update and Simplification that was issued in 2018. The effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. The Company does not believe this standard will have a material impact on its Consolidated Financial Statements.
In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Disaggregation of Income Statement Expenses Disclosure (“ASU 2024-03”). This ASU was issued to improve the disclosures about public business entity’s expenses and address investor’s requests for more detailed information about the types of expenses (including purchases of
12

Table of Contents
BAYFIRST FINANCIAL CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Dollars in thousands, except per share data)
inventory, employee compensation, depreciation, amortization, and depletion) in commonly presented expense captions. The amendments in this standard will be effective for the Company for the fiscal year ended December 31, 2027 and subsequent interim periods. The amendments should be applied either prospectively to the financial statements issued for reporting periods after the effective date of this update or retrospectively to any and all prior periods presented in the financial statements. We are currently evaluating the impact these changes may have on the Company’s consolidated financial statements.
In November, 2025, the FASB issued ASU 2025‑11, “Interim Reporting (Topic 270): Narrow‑Scope Improvements.” This ASU was issued to clarify and enhance guidance under ASC 270 on interim financial reporting by (i) clarifying the scope of ASC 270 such that it now explicitly applies only to entities that issue complete interim financial statements and related notes under U.S. GAAP, (ii) establishing clear guidance on the form of interim statements and notes, incorporating a comprehensive list of required interim disclosures drawn from across the ASC, and (iii) introducing a requirement to disclose material events and changes occurring after the end of the last annual period that could impact interim results. ASU 2025-11 will be effective for interim periods beginning in 2029. The Company does not believe this standard will have a material impact on its Consolidated Financial Statements.
NOTE 2 – INVESTMENT SECURITIES
The amortized costs, gross unrealized gains and losses, and estimated fair values of investment securities available for sale and investment securities held to maturity at September 30, 2026 and December 31, 2025 as well as the ACL for investment securities held to maturity at September 30, 2026 and December 31, 2025 are summarized as follows:
September 30, 2026Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair
Value
Investment securities available for sale:
Asset-backed securities
$2,533 $17 $— $2,550 
Mortgage-backed securities:
U.S. Government-sponsored enterprises
4,919 — (614)4,305 
Collateralized mortgage obligations:
U.S. Government-sponsored enterprises
18,642 — (3,006)15,636 
Corporate bonds1,360 5 — 1,365 
Total investment securities available for sale
$27,454 $22 $(3,620)$23,856 
September 30, 2026Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair
Value
ACL
Investment securities held to maturity:
Corporate bonds$2,500 $— $(153)$2,347 $7 
Total investment securities held to maturity
$2,500 $— $(153)$2,347 $7 
December 31, 2025Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair
Value
Investment securities available for sale:
Asset-backed securities
$2,827 $4 $(9)$2,822 
Mortgage-backed securities:
U.S. Government-sponsored enterprises
5,264 55 (420)4,899 
Collateralized mortgage obligations:
U.S. Government-sponsored enterprises
20,040 27 (2,299)17,768 
Corporate bonds3,843 31 — 3,874 
Total investment securities available for sale
$31,974 $117 $(2,728)$29,363 
13

Table of Contents
BAYFIRST FINANCIAL CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Dollars in thousands, except per share data)
December 31, 2025Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair
Value
ACL
Investment securities held to maturity:
Corporate bonds$2,500 $— $(116)$2,384 $7 
Total investment securities held to maturity
$2,500 $— $(116)$2,384 $7 
`
The amortized cost and fair value of investment securities as of September 30, 2026 are shown in the table below by contractual maturity. Actual timing may differ from contractual maturities if borrowers have the right to call or prepay obligations with or without call or prepayment penalties.
Available for SaleHeld to Maturity
Amortized
Cost
Fair
Value
Amortized
Cost
Fair
Value
Within one year$— $— $1,500 $1,464 
One to five years1,360 1,364— —
Five to ten years— —1,000 883
Beyond ten years26,094 22,492— —
Total$27,454 $23,856$2,500 $2,347
No ACL for investment securities AFS was needed at September 30, 2026 or December 31, 2025. Declines in the fair value of the AFS investment portfolio are believed by management to be unrelated to credit losses. When evaluating an investment for credit loss, management considers, among other things, the financial condition of the issuer through the review of credit ratings and, if necessary, corporate financial statements; adverse conditions specifically related to the security such as past due principal or interest; underlying assets that collateralize the debt security; other economic conditions and demographics; and the intent and ability of the Company to hold the investment until the loss position is recovered. Any unrealized losses were largely due to increases in market interest rates over the yields available at the time of purchase. The fair value is expected to recover as the bonds approach their maturity date or market yields for similar investments decline. Management does not believe any of the securities are impaired due to reasons of credit quality. At September 30, 2026, the Company did not intend to sell and believed it was not likely to be required to sell the available for sale securities that were in a loss position prior to full recovery.
As of September 30, 2026, there were no past due principal and interest payments associated with the HTM securities. The Company monitors the credit quality of debt securities held to maturity quarterly through the use of credit ratings. However, the corporate bonds that are held to maturity have no credit rating and the corporate bonds in an unrealized loss position at September 30, 2026 are not material to the financial statements. There was an ACL of $7 on corporate bonds HTM at September 30, 2026 and $7 at December 31, 2025, which was calculated based on applying the long-term historical credit loss rate for similarly rated securities.
The following table presents the activity in the ACL for investment securities HTM by major security type for the nine months ended September 30, 2026 and September 30, 2025:
For the Three Months Ended
For the Nine Months Ended
For the Three Months Ended
For the Nine Months Ended
Corporate BondsSeptember 30, 2026September 30, 2025
Balance at beginning of period$7 $7 $9 $12 
Provision for credit losses on HTM investment securities— — — (3)
Investment securities charge-offs— — — — 
Investment securities recoveries— — — — 
Balance at end of period$7 $7 $9 $9 
14

Table of Contents
BAYFIRST FINANCIAL CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Dollars in thousands, except per share data)
The following table summarizes investment securities with unrealized losses at September 30, 2026 aggregated by security type and length of time in a continuous unrealized loss position:
Less than 12 Months12 Months or LongerTotal
September 30, 2026Fair ValueUnrealized LossesFair ValueUnrealized LossesFair ValueUnrealized LossesNumber of Securities
Investment securities available for sale:
Mortgage-backed securities:
U.S. Government-sponsored enterprises$2,210 $(545)$2,095 $(69)$4,305 $(614)3
Collateralized mortgage obligations:
U.S. Government-sponsored enterprises12,527 (2,937)3,109 (69)15,636 (3,006)8
Total investment securities available for sale$14,737 $(3,482)$5,204 $(138)$19,941 $(3,620)11
Investment securities held to maturity:
Corporate bonds$— $— $2,347 $(153)$2,347 $(153)3
Total investment securities held to maturity$— $— $2,347 $(153)$2,347 $(153)3
The following table summarizes investment securities with unrealized losses at December 31, 2025 aggregated by security type and length of time in a continuous unrealized loss position:
Less than 12 Months12 Months or LongerTotal
December 31, 2025Fair ValueUnrealized LossesFair ValueUnrealized LossesFair ValueUnrealized LossesNumber of Securities
Investment securities available for sale:
Asset-backed securities$— $— $1,402 $(9)$1,402 $(9)1
Mortgage-backed securities:
U.S. Government-sponsored enterprises— — 2,528 (420)2,528 (420)2
Collateralized mortgage obligations:
U.S. Government-sponsored enterprises— — 14,531 (2,299)14,531 (2,299)7
Total investment securities available for sale$— $— $18,461 $(2,728)$18,461 $(2,728)10
Investment securities held to maturity:
Corporate bonds$— $— $2,384 $(116)$2,384 $(116)3
Total investment securities held to maturity$— $— $2,384 $(116)$2,384 $(116)3
No investment securities were pledged as of September 30, 2026 or December 31, 2025, and there were no sales of investment securities for the nine months ended September 30, 2026 or September 30, 2025.
15

Table of Contents
BAYFIRST FINANCIAL CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Dollars in thousands, except per share data)
NOTE 3 – LOANS
Loans HFI, excluding loans measured at fair value, at September 30, 2026 and December 31, 2025 were as follows:
September 30,
2026
December 31,
2025
Real estate:
As restated
Residential
$348,865 $365,427 
Commercial
228,589 215,771 
Construction and land
35,976 48,397 
Commercial and industrial
177,062 181,566 
Commercial and industrial - PPP
— 6 
Consumer and other
66,903 86,441 
Loans HFI, excluding loans measured at fair value, gross
857,395 897,608 
Deferred loan costs, net
7,151 10,491 
Discount on government guaranteed loans(1)
(4,472)(6,811)
Premium on loans purchased, net
688 2,650 
Allowance for credit losses
(41,762)(21,996)
Net loans HFI, excluding loans measured at fair value
$819,000 $881,942 
(1) The Company allocates the retained portion of loans sold based on relative fair value of the retained portion and the sold portion, which results in a discount on the retained portion.
16

Table of Contents
BAYFIRST FINANCIAL CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Dollars in thousands, except per share data)
NOTE 4 - ALLOWANCE FOR CREDIT LOSSES
The following schedules present the activity in the ACL by loan segment for the three and nine months ended September 30, 2026 and September 30, 2025:
Three Months EndedReal Estate - ResidentialReal Estate - CommercialReal Estate - Construction and LandCommercial and IndustrialConsumer and OtherTotal
September 30, 2026
Beginning Balance$4,093 $5,871 $491 $31,979 $2,647 $45,081 
Charge-offs(121)(291)— (2,853)(405)(3,670)
Recoveries1 97 — 234 110 442 
Provision28 342 (22)(484)45 (91)
Ending Balance$4,001 $6,019 $469 $28,876 $2,397 $41,762 
September 30, 2025 (as restated)
Beginning Balance$1,179 $2,135 $847 $11,106 $1,774 $17,041 
Charge-offs(121)— — (3,433)(314)(3,869)
Recoveries— 3 — 190 132 325 
Provision1,224 (151)(231)9,775 370 10,988 
Ending Balance$2,282 $1,987 $616 $17,638 $1,962 $24,485 
Real Estate - ResidentialReal Estate - CommercialReal Estate - Construction and LandCommercial and IndustrialConsumer and OtherTotal
Nine Months Ended
September 30, 2026
Beginning Balance$2,269 $1,822 $630 $15,435 $1,840 $21,996 
Charge-offs(1,163)(761)— (10,375)(1,253)(13,552)
Recoveries95 119 — 715 216 1,145 
Provision2,800 4,839 (161)23,101 1,594 32,173 
Ending Balance$4,001 $6,019 $469 $28,876 $2,397 $41,762 
September 30, 2025 (as restated)
Beginning Balance$1,181 $2,096 $507 $9,607 $2,121 $15,512 
Charge-offs(963)(485)— (11,907)(1,767)(15,123)
Recoveries27 5 — 653 291 976 
Provision2,037 371 109 19,285 1,317 23,120 
Ending Balance$2,282 $1,987 $616 $17,638 $1,962 $24,485 
The ACL represents management’s best estimate of future lifetime expected losses on its HFI loan portfolio. The Company calculates its ACL by estimating expected credit losses on a collective basis for loans that share similar risk characteristics. Loans that do not share similar risk characteristics with other loans are evaluated for credit losses on an individual basis. The Company uses a combination of modeled and non-modeled approaches that incorporates current and future economic conditions to estimate lifetime expected losses on a collective basis. Individually evaluated loans are evaluated for impairment and a portion of the allowance is allocated so that the loan is reported, net, at the present value of estimated
17

Table of Contents
BAYFIRST FINANCIAL CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Dollars in thousands, except per share data)
future cash flows using the rate implicit in the original loan agreement or at the fair value of collateral adjusted for selling costs as appropriate if repayment is expected solely from the collateral.
The Company uses reasonable and supportable forecasts that are developed with internal and external data. These are updated quarterly by management and utilize data from the FOMC’s median forecasts of change in national GDP and of national unemployment. The FOMC’s forecast of GDP and unemployment for the next calendar year is used in conjunction with the most recent 4 quarters of historical data from FRED (Federal Reserve Economic Data) to determine changes in certain qualitative factors used in calculating loss rates.
See Note 1 and Note 5 of the Notes to Consolidated Financial Statements for further discussion of the Company’s ACL methodology in the December 31, 2025 Form 10-K.
The Company maintains a separate ACL for its off-balance sheet unfunded loan commitments. The ACL on unfunded loan commitments is based on estimates of probability that these commitments will be drawn upon according to historical utilization experience, expected loss severity and loss rates as determined for pooled funded loans. As of September 30, 2026 and December 31, 2025, the ACL for unfunded commitments recorded in other liabilities was $810 and $671, respectively.
The following table presents the activity in the ACL for unfunded commitments for the three and nine months ended September 30, 2026 and September 30, 2025:
For the Three Months Ended
For the Nine Months Ended
September 30, 2026September 30, 2025September 30, 2026September 30, 2025
Balance at beginning of period$788 $554 $671 $516 
Provision for credit losses on unfunded commitments22 177 139 215 
Unfunded commitments charge-offs— — — — 
Unfunded commitments recoveries— — — — 
Balance at end of period$810 $731 $810 $731 
The following tables present the principal balance of nonaccrual loans and loans past due over 89 days on accrual by loan segment at September 30, 2026 and December 31, 2025. In the following tables, the principal balance does not include the government guaranteed balance or loans measured at fair value.
September 30, 2026
Nonaccrual with no ACL(1)
Nonaccrual with ACL(1)
Loans Past Due Over
89 Days and Accruing(1)
Real estate - residential
$— $6,826 $— 
Real estate - commercial
— 4,520 — 
Commercial and industrial
— 1,472 — 
Consumer and other
— 590 36 
Total
$— $13,408 $36 
18

Table of Contents
BAYFIRST FINANCIAL CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Dollars in thousands, except per share data)
December 31, 2025
Nonaccrual with no ACL(1)
Nonaccrual with ACL(1)
Loans Past Due Over
89 Days and Accruing(1)
Real estate - residential
$— $6,164 $— 
Real estate - commercial
2,628 3,888 — 
Real estate - construction and land
— 815 — 
Commercial and industrial
— 2,467 — 
Consumer and other— 268 41 
Total
$2,628 $13,602 $41 
(1) Excludes loans measured at fair value. See Note 5. Fair Value for additional information.
A financial asset is considered collateral dependent when the debtor is experiencing financial difficulty and repayment is expected to be provided substantially through the sale or operation of the collateral. Expected credit losses for collateral dependent loans are based on the fair value of the collateral at the reporting date, adjusted for selling costs as appropriate. Significant quarter over quarter changes are reflective of changes in nonaccrual status and not necessarily associated with credit quality indicators like appraised value. The following tables present the principal balance, including government guaranteed balances, of individually analyzed collateral dependent loans by loan portfolio segment as of September 30, 2026 and December 31, 2025:
September 30, 2026Type of CollateralACL
Real EstateBusiness Assets
Real estate - commercial$8,807 $— $4,026 
Commercial and industrial— 528 528 
Total$8,807 $528 $4,554 
.
December 31, 2025Type of CollateralACL
Real Estate
Real estate - commercial$2,628 $— 

The following table presents the aging of the principal balance of past due loans HFI at amortized cost at September 30, 2026 by loan segment:
30-89 Days
Past Due
Greater Than
89 Days
Past Due
Total
Past Due
Loans Not
Past Due (1)
Total
Loans
Real estate - residential
$4,694 $6,287 $10,981 $337,884 $348,865 
Real estate - commercial
4,534 3,193 7,727 220,862 228,589 
Real estate - construction and land
— — — 35,976 35,976 
Commercial and industrial
4,185 1,144 5,329 171,733 177,062 
Consumer and other
612 525 1,137 65,766 66,903 
Total
$14,025 $11,149 $25,174 $832,221 $857,395 
(1) $7,399 of balances 30-89 days past due and $282 of balances greater than 89 days past due are reported as Loans Not Past Due as a result of the government guarantee.
19

Table of Contents
BAYFIRST FINANCIAL CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Dollars in thousands, except per share data)
The following table presents the aging of the principal balance of past due loans HFI at amortized cost at December 31, 2025 by loan segment:
30-89 Days
Past Due
Greater Than
89 Days
Past Due
Total
Past Due
Loans Not
Past Due (1)
Total
Loans
Real estate - residential
$4,698 $5,635 $10,333 $355,094 $365,427 
Real estate - commercial
4,100 4,262 8,362 207,409 215,771 
Real estate - construction and land
— 814 814 47,583 48,397 
Commercial and industrial
4,473 919 5,392 176,174 181,566 
Commercial and industrial - PPP
— — — 6 6 
Consumer and other
1,622 69 1,691 84,750 86,441 
Total
$14,893 $11,699 $26,592 $871,016 $897,608 
(1) $1,537 of balances 30-89 days past due and $7,592 of balances greater than 89 days past due are reported as Loans Not Past Due as a result of the government guarantee. Of those loans, $6 of commercial and industrial PPP loans were delinquent as of December 31, 2025.
Modifications to Borrowers Experiencing Financial Difficulty
For the nine months ended September 30, 2026 and the year ended December 31, 2025, there were no loan modifications to borrowers experiencing financial difficulty and no loan modifications that subsequently defaulted during the period.
20

Table of Contents
BAYFIRST FINANCIAL CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Dollars in thousands, except per share data)
Credit Quality Indicators
Internal risk-rating grades are assigned to loans by lending, credit administration or loan review personnel, based on an analysis of the financial and collateral strength and other credit attributes underlying each loan. Management analyzes the resulting ratings, as well as other statistics and factors such as delinquency, to track the migration performance of the portfolio balances. This analysis is performed at least annually. The Bank uses the following definitions for its risk ratings:
Pass – Loans properly approved, documented, collateralized, and performing which do not reflect an abnormal credit risk.
Special Mention – These credits have potential weaknesses that may, if not checked or corrected, weaken the asset, or inadequately protect the Company’s position at some future date. These assets pose elevated risk, but their weakness does not yet justify a “Substandard” classification.
Substandard – These loans are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected.
Doubtful – These loans have all the weaknesses inherent in those classified as Substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently known facts, conditions, and values, highly questionable and improbable.

The table below sets forth principal balance for the commercial loan portfolio disaggregated by loan segment based on internally assigned risk ratings at September 30, 2026 and gross write offs for the nine months ended September 30, 2026:
RevolvingRevolving
LoansLoans
Term Loans Amortized Cost Basis by Origination YearAmortizedConverted
20262025202420232022PriorCost Basisto TermTotal
Real estate - commercial
Risk Rating
Pass$30,749 $21,586 $32,671 $32,457 $39,746 $47,464 $1,774 $— $206,447 
Special mention— — 77 — 145 251 15 — 488 
Substandard— — 8,554 9,282 2,426 1,392 — — 21,654 
Doubtful— — — — — — — — — 
Total real estate - commercial loans, at amortized cost, gross30,749 21,586 41,302 41,739 42,317 49,107 1,789 — 228,589 
Gross write offs— — — 259 470 32 — — 761 
21

Table of Contents
BAYFIRST FINANCIAL CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Dollars in thousands, except per share data)
RevolvingRevolving
LoansLoans
Term Loans Amortized Cost Basis by Origination YearAmortizedConverted
20262025202420232022PriorCost Basisto TermTotal
Real estate - construction and land
Risk Rating
Pass5,416 17,444 7,208 — — — 2,254 — 32,322 
Special mention— — — — — — — — — 
Substandard— — — 3,654 — — — — 3,654 
Doubtful— — — — — — — — — 
Total real estate - construction and land loans, at amortized cost, gross5,416 17,444 7,208 3,654 — — 2,254 — 35,976 
Gross write offs— — — — — — — — — 
Commercial and industrial
Risk Rating
Pass402 37,417 33,305 17,399 15,596 16,827 45,049 — 165,995 
Special mention— 743 1,184 1,094 350 1,197 125 — 4,693 
Substandard— 387 765 2,647 1,234 1,204 40 — 6,277 
Doubtful— 13 — 8 76 — — — 97 
Total commercial and industrial loans, at amortized cost, gross402 38,560 35,254 21,148 17,256 19,228 45,214 — 177,062 
Gross write offs— 1,277 2,615 4,127 925 1,431 — — 10,375 

22

Table of Contents
BAYFIRST FINANCIAL CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Dollars in thousands, except per share data)
The table below sets forth principal balance for the commercial loan portfolio disaggregated by loan segment based on internally assigned risk ratings at December 31, 2025 and gross write offs for the year ended December 31, 2025 (as restated):
RevolvingRevolving
LoansLoans
Term Loans Amortized Cost Basis by Origination YearAmortizedConverted
20252024202320222021PriorCost Basisto TermTotal
Real estate - commercial
Risk Rating
Pass$21,998 $39,871 $39,799 $33,762 $24,573 $35,268 $2,480 $— $197,751 
Special mention— 79 394 1,436 111 297 15 — 2,332 
Substandard— 5,111 3,183 4,426 759 2,209 — — 15,688 
Doubtful— — — — — — — — — 
Total real estate - commercial loans, at amortized cost, gross21,998 45,061 43,376 39,624 25,443 37,774 2,495 — 215,771 
Gross write offs— — 138 277 — 88 — — 503 
Real estate - construction and land
Risk Rating
Pass7,977 5,266 8,849 10,487 1,049 — — — 33,628 
Special mention— 1,069 — — — — — — 1,069 
Substandard— — 13,700 — — — — — 13,700 
Doubtful— — — — — — — — — 
Total real estate - construction and land loans, at amortized cost, gross7,977 6,335 22,549 10,487 1,049 — — — 48,397 
Gross write offs— — — — — — — — — 
Commercial and industrial
Risk Rating
Pass44,674 40,705 24,250 22,538 3,418 19,740 11,362 — 166,687 
Special mention386 702 1,330 950 98 1,150 79 — 4,695 
Substandard41 1,155 3,369 2,114 353 2,939 40 — 10,011 
Doubtful13 — 22 45 8 85 — — 173 
Total commercial and industrial loans, at amortized cost, gross45,114 42,562 28,971 25,647 3,877 23,914 11,481 — 181,566 
Gross write offs375 3,780 5,611 2,848 410 3,365 33 — 16,422 
23

Table of Contents
BAYFIRST FINANCIAL CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Dollars in thousands, except per share data)
RevolvingRevolving
LoansLoans
Term Loans Amortized Cost Basis by Origination YearAmortizedConverted
20252024202320222021PriorCost Basisto TermTotal
Commercial and industrial - PPP
Risk Rating
Pass— — — — — 6 — — 6 
Special mention— — — — — — — — — 
Substandard— — — — — — — — — 
Doubtful— — — — — — — — — 
Total commercial and industrial - PPP loans, at amortized cost, gross— — — — — 6 — — 6 
Gross write offs— — — — — 1 — — 1 
The Company considers the performance of the loan portfolio to determine its impact on the ACL. For residential and consumer loan classes, the Company evaluates credit quality based on the aging status of the loan by payment activity. The following table presents the principal balance at September 30, 2026 of residential and consumer loans based on payment activity as well as gross write offs for the nine months ended September 30, 2026:
RevolvingRevolving
LoansLoans
Term Loans Amortized Cost Basis by Origination YearAmortizedConverted
20262025202420232022PriorCost Basisto TermTotal
Real estate - residential
Payment Performance
Performing$2,871 $8,295 $27,570 $21,614 $63,550 $33,223 $184,916 $— $342,039 
Nonperforming— — 49 616 895 3,147 2,119 — 6,826 
Total real estate - residential loans, at amortized cost, gross2,871 8,295 27,619 22,230 64,445 36,370 187,035 — 348,865 
Gross write offs— — 118 394 405 — 246 — 1,163 
24

Table of Contents
BAYFIRST FINANCIAL CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Dollars in thousands, except per share data)
RevolvingRevolving
LoansLoans
Term Loans Amortized Cost Basis by Origination YearAmortizedConverted
20262025202420232022PriorCost Basisto TermTotal
Consumer and other
Payment Performance
Performing165 9,986 43,685 8,657 1,958 124 1,702 — 66,277 
Nonperforming— — 403 187 36 — — — 626 
Total consumer and other loans, at amortized cost, gross165 9,986 44,088 8,844 1,994 124 1,702 — 66,903 
Gross write offs33 97 282 467 299 10 65 — 1,253 
The following table presents the principal balance at December 31, 2025 of residential and consumer loans based on payment activity as well as gross write offs for the year ended December 31, 2025 (as restated):.
RevolvingRevolving
LoansLoans
Term Loans Amortized Cost Basis by Origination YearAmortizedConverted
20252024202320222021PriorCost Basisto TermTotal
Real estate - residential
Payment Performance
Performing$9,162 $31,950 $24,494 $67,942 $21,372 $15,775 $188,568 $— $359,263 
Nonperforming— 150 550 716 867 2,512 1,369 — 6,164 
Total real estate - residential loans, at amortized cost, gross9,162 32,100 25,044 68,658 22,239 18,287 189,937 — 365,427 
Gross write offs— — — 141 — — 842 — 983 
Consumer and other
Payment Performance
Performing12,047 50,220 17,921 4,220 171 49 1,504 — 86,132 
Nonperforming— 240 20 49 — — — — 309 
Total consumer and other loans, at amortized cost, gross12,047 50,460 17,941 4,269 171 49 1,504 — 86,441 
Gross write offs235 682 254 1,089 23 9 75 — 2,367 
25

Table of Contents
BAYFIRST FINANCIAL CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Dollars in thousands, except per share data)
NOTE 5 – FAIR VALUE
Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There are three levels of inputs that may be used to measure fair values:
Level 1 – Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access at the measurement date.
Level 2 – Significant other observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, and other inputs that are observable or can be corroborated by observable market data.
Level 3 – Significant unobservable inputs that reflect a Company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.
A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The following is a description of the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy.
Investment Securities Available for Sale: The fair values of investment securities available for sale are determined by matrix pricing, which is a mathematical technique used to value debt securities without relying exclusively on quoted prices for the specific investment securities, but rather by relying on the investment securities’ relationship to other benchmark quoted investment securities (Level 2). Management obtains the fair values of investment securities available for sale on a monthly basis from a third party pricing service.
Government Guaranteed Loans HFI, at Fair Value: The Company has elected to account for certain government guaranteed loans HFI at fair value. Fair value is calculated based on the present value of estimated future payments (Level 3). The valuation model uses interest rate, prepayment speed, and default rate assumptions that market participants would use in estimating future payments. Whenever available, the present value is validated against available market data.
Individually Evaluated Loans: Periodically, the Company records nonrecurring adjustments to the carrying value of loans based on fair value measurements for partial charge-offs of the uncollectible portions of those loans. Nonrecurring adjustments can also include certain impairment amounts for collateral-dependent loans calculated when establishing the ACL. Loans are considered collateral dependent when the Company has determined that foreclosure of the collateral is probable or when a borrower is experiencing financial difficulty and the loan is expected to be repaid substantially through the operation or sale of collateral. A collateral dependent loan’s ACL is measured based on the difference between the fair value of the collateral and the amortized cost basis of the loan as of the measurement date. Fair value of the loan’s collateral is determined by appraisals, independent valuation, or management’s estimation of fair value which is then adjusted for the cost related to liquidation of the collateral. Collateral dependent loans are generally classified as Level 3 based on management’s judgment and estimation.
Other Real Estate Owned: Other real estate owned assets are recorded at fair value less estimated costs to sell upon the transfer of a loan to other real estate owned and, subsequently, continue to be measured and carried at fair value. The fair value of other real estate owned is based on recent real estate appraisals which are generally updated annually. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales, cost, and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are usually significant and typically result in a Level 3 classification of the inputs for determining fair value.
Appraisals for other real estate owned are performed by certified general appraisers (for commercial properties) or certified residential appraisers (for residential properties) whose qualifications and licenses have been reviewed and verified by either the Company or the Company's appraisal services vendor. Once received, management reviews the assumptions and approaches utilized in the appraisal as well as the overall resulting fair value in comparison with independent data sources such as recent market data or industry-wide statistics. Management compares the best-efforts price of collateral that has been sold to the most recent appraised value to determine what additional adjustment should be made to the appraised value to arrive at fair value.    
26

Table of Contents
BAYFIRST FINANCIAL CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Dollars in thousands, except per share data)
Repossessed Assets: Repossessed assets are recorded at fair value less estimated costs to sell upon the transfer of a loan to repossessed assets. The fair value of a repossessed asset, upon initial recognition, is estimated using a market approach or based on observable market data, such as a current appraisal, recent sale price of similar assets, or assumptions specific to the individual property or equipment, such as management applied discounts used to further reduce values to a net realizable value when observable inputs become stale.
Assets measured at fair value on a recurring basis at September 30, 2026 are summarized below. There were no liabilities carried at fair value on a recurring basis at September 30, 2026.
Quoted Prices in
Active Markets
for Identical Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Total
Financial assets
Investment securities available for sale
$— $23,856 $— $23,856 
Government guaranteed loans HFI, at fair value
— — 42,204 42,204 
Assets measured at fair value on a recurring basis at December 31, 2025 are summarized below. There were no liabilities carried at fair value on a recurring basis at December 31, 2025.
Quoted Prices in
Active Markets
for Identical Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Total
Financial assets
Investment securities available for sale
$— $29,363 $— $29,363 
Government guaranteed loans HFI, at fair value
— — 54,076 54,076 
There were no transfers between levels for assets and liabilities recorded at fair value on a recurring basis during the reported periods.
Financial Instruments Recorded Using Fair Value Option
The Company elected the fair value option for certain of its government guaranteed loans HFI as the Company believed that fair value was the best indicator of the resolution of those loans at that time. Depending on market conditions and liquidity needs of the Company, management determined whether it was advantageous to hold or sell government guaranteed loans on a loan-by-loan basis. The portion of these loans guaranteed by the government are generally readily marketable in the secondary market and the portion of the loans that are not guaranteed may be sold periodically to other third party financial institutions. Interest income on these loans is recorded based on the contractual term of the loan and in accordance with the Company’s policy on other loans HFI.
27

Table of Contents
BAYFIRST FINANCIAL CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Dollars in thousands, except per share data)
The following tables provide more information about the fair value carrying amount and the unpaid principal outstanding of HFI government guaranteed loans measured at fair value at September 30, 2026 and December 31, 2025.
September 30, 2026
Total Loans
Nonaccrual(1)
90 Days or More Past Due(1)
Fair Value Carrying AmountUnpaid Principal BalanceFair Value Gain (Loss)Fair Value Carrying AmountUnpaid Principal BalanceFair Value Gain (Loss)Fair Value Carrying AmountUnpaid Principal BalanceFair Value Gain (Loss)
Real estate - commercial
$9,716 $9,498 $218 $113 $109 $4 $— $— $— 
Commercial and industrial
32,488 46,254 (13,766)1 10,255 (10,254)— — — 
Total loans HFI, at fair value$42,204 $55,752 $(13,548)$114 $10,364 $(10,250)$— $— $— 
December 31, 2025
Total Loans
Nonaccrual(1)
90 Days or More Past Due(1)
Fair Value Carrying AmountUnpaid Principal BalanceFair Value Gain (Loss)Fair Value Carrying AmountUnpaid Principal BalanceFair Value Gain (Loss)Fair Value Carrying AmountUnpaid Principal BalanceFair Value Gain (Loss)
Real estate - commercial
$10,348 $10,420 $(72)$— $— $— $— $— $— 
Commercial and industrial
43,728 50,165 (6,437)1,491 2,630 (1,139)— — — 
Total loans HFI, at fair value$54,076 $60,585 $(6,509)$1,491 $2,630 $(1,139)$— $— $— 
(1) The nonaccrual and 90 days or more past due loan balances do not include the portion of government guaranteed loan balances.
The total amount of net gains and losses from changes in fair value and interest income included in earnings for the nine months ended September 30, 2026 and September 30, 2025 for government guaranteed loans HFI, at fair value, were as follows:
Nine Months Ended September 30,
20262025
Interest income$4,427 $6,074 
Change in fair value(7,039)805 
Total gain, net
$(2,612)$6,879 
Changes in fair value for government guaranteed loans HFI, at fair value, were included in Government guaranteed loans fair value gain (loss), net on the Condensed Consolidated Statements of Income.
28

Table of Contents
BAYFIRST FINANCIAL CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Dollars in thousands, except per share data)
The table below presents a reconciliation of government guaranteed loans HFI, at fair value, which were valued on a recurring basis and used significant unobservable inputs (Level 3) for the nine months ended September 30, 2026 and September 30, 2025:
Nine Months Ended September 30,
20262025
Balance of government guaranteed loans HFI at fair value, beginning of period
$54,076 $60,833 
New government guaranteed originations at fair value— 51,287 
Loans sold— (32,884)
Principal payments
(4,833)(6,285)
Transfer to HFS
— (11,976)
Total fair value gains (losses) during the period
(7,039)805 
Balance of government guaranteed loans HFI at fair value, end of period
$42,204 $61,780 
The Company’s valuation of government guaranteed loans HFI, at fair value, was supported by an analysis prepared by an independent third party and approved by management. The approach to determine fair value involved several steps: 1) identifying each loan’s unique characteristics, including balance, payment type, term, coupon, age, and principal and interest payment; 2) projecting these loan level characteristics for the life of each loan; and 3) performing discounted cash flow modeling.
The following table provides information about the valuation techniques and unobservable inputs used in the valuation of government guaranteed loans HFI that fall within Level 3 of the fair value hierarchy at September 30, 2026 and December 31, 2025:
Fair ValueValuation
Technique
Unobservable InputsRange (Weighted Average)
September 30, 2026
Government guaranteed loans HFI, at fair value
$42,204 DiscountedDiscount rate
4.93%-8.43% (7.42%)
cash flowConditional prepayment rate
8.71%-18.62% (11.57%)
December 31, 2025
Government guaranteed loans HFI, at fair value
$54,076 DiscountedDiscount rate
5.27%-8.77% (7.75%)
cash flowConditional prepayment rate
8.61%-18.58% (11.16%)
The significant unobservable inputs impacting the fair value measurement of government guaranteed loans HFI, at fair value, include discount rates and conditional prepayment rates. Increases in discount rates or prepayment rates would result in a lower fair value measurement. Although the prepayment rate and discount rate are not directly interrelated, they generally move in opposite directions. The discount rates and conditional prepayment rates were weighted by the relative principal balance outstanding of these loans.
29

Table of Contents
BAYFIRST FINANCIAL CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Dollars in thousands, except per share data)
Assets measured at fair value on a nonrecurring basis at September 30, 2026 are summarized below:
Fair ValueValuation Technique(s)Significant
Unobservable
Input(s)
Discount % AmountValuation Level
Individually evaluated loans
$9,335 Discounted appraisals, estimated net realizable value of collateralCollateral discounts
10%-100%
3
Other real estate owned
$410 Discounted appraisals, estimated net realizable value of collateralCollateral discounts10%3
Repossessed assets
$253 Discounted appraisals, estimated net realizable value of collateralCollateral discounts10%3
Assets measured at fair value on a nonrecurring basis at December 31, 2025 are summarized below:
Fair ValueValuation Technique(s)Significant
Unobservable
Input(s)
Discount % AmountValuation level
Individually evaluated loans
$2,628 Discounted appraisals, estimated net realizable value of collateralCollateral discounts
10%
3
Other real estate owned$400 Discounted appraisals, estimated net realizable value of collateralCollateral discounts10%3
Repossessed assets$263 Discounted appraisals, estimated net realizable value of collateralCollateral discounts10%3
30

Table of Contents
BAYFIRST FINANCIAL CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Dollars in thousands, except per share data)
Fair Value of Financial Instruments
The carrying values and estimated fair values of financial instruments not carried at fair value, at September 30, 2026 and December 31, 2025 are as follows:
September 30, 2026December 31, 2025
(as restated)
LevelCarrying ValueFair ValueCarrying ValueFair Value
Assets:
Cash and cash equivalents
1$128,327 $128,327 $206,982 $206,982 
Investment securities held to maturity
22,493 2,347 2,493 2,384 
Nonmarketable equity securities, at cost
24,509 4,509 4,656 4,656 
Loans HFI, at amortized cost
3819,000 795,103 881,942 894,320 
Accrued interest receivable
25,429 5,429 6,317 6,317 
Government guaranteed loan servicing rights
38,827 12,060 12,580 16,041 
Liabilities:
Noninterest-bearing deposit accounts
2$121,193 $121,193 $95,731 $95,731 
Interest-bearing transaction accounts
2142,555 142,555 231,227 231,227 
Savings and money market deposit accounts
2445,578 445,578 454,639 454,639 
Time deposits
2304,828 302,869 402,341 403,394 
Subordinated notes
25,968 5,827 5,962 5,877 
Notes payable
21,138 1,231 1,593 1,590 
Accrued interest payable
2735 735 1,133 1,133 
NOTE 6 – GOVERNMENT GUARANTEED LOAN SERVICING ACTIVITIES
At September 30, 2026 and December 31, 2025, the balance of government guaranteed loans HFI, excluding PPP loans, retained by the Company was $255,768 and $302,986, respectively, of which $70,062 and $70,123 represented the guaranteed portion of the loans. Loans serviced for others are not included in the accompanying Condensed Consolidated Balance Sheets. The unpaid principal balances of government guaranteed loans serviced for others requiring recognition of a servicing asset were $717,254 and $885,505 at September 30, 2026 and December 31, 2025, respectively.
In December 2025, the Company sold SBA 7(a) loans with principal balance of $96,602 to a third party as part of the Company’s restructure related to the discontinuance of SBA 7(a) lending. Of those loans, there were $26,749 of loans with a servicing asset of $1,691.
Activity for government guaranteed loan servicing rights for the three and nine months ended September 30, 2026 and September 30, 2025 follows:
Three Months EndedNine Months Ended
September 30, 2026September 30, 2025September 30, 2026September 30, 2025
Beginning of period
$9,942 $16,074 $12,580 $16,534 
Additions
— 1,274 — 4,489 
Amortization
(1,115)(1,685)(3,753)(5,360)
End of period
$8,827 $15,663 $8,827 $15,663 
31

Table of Contents
BAYFIRST FINANCIAL CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Dollars in thousands, except per share data)
The fair value of government guaranteed loan servicing rights was $12,060 and $16,041 at September 30, 2026 and December 31, 2025, respectively. Fair value was determined using a weighted average discount rate of 14.88% and a weighted average prepayment speed of 11.48% at September 30, 2026. Fair value was determined using a weighted average discount rate of 13.88% and a weighted average prepayment speed of 11.16% at December 31, 2025. The government guaranteed loan servicing rights are amortized over the life of a loan on a loan-by-loan basis.
The following table presents the components of net gain on sale of government guaranteed loans for the three and nine months ended September 30, 2026 and September 30, 2025:
Three Months EndedNine Months Ended
September 30, 2026September 30, 2025September 30, 2026September 30, 2025
(as restated)(as restated)
Gain (loss) on sale of guaranteed portion of government guaranteed loans
$— $1,765 $(97)$11,486 
Fair value of loan servicing rights created
— 1,274 — 4,489 
Gain (loss) on sale of government guaranteed loans, net
$— $3,039 $(97)$15,975 
NOTE 7 – LEASES
For the three and nine months ended September 30, 2026 and September 30, 2025, the components of total lease cost and supplemental information related to operating leases were as follows:
Three Months Ended
September 30,
Nine Months Ended
September 30,
2026202520262025
Operating lease cost
$487 $561 $1,494 $1,712 
Short-term lease cost
— 35 — 142 
Total lease cost, net (1)
$487 $596 $1,494 $1,854 
Three Months Ended
September 30,
Nine Months Ended
September 30,
2026202520262025
Cash flows related to operating lease liabilities
$234 $242 686 738 
At September 30, 2026, the weighted average discount rate of operating leases was 7.27% and the weighted average remaining life of operating leases was 12.59 years.
The future minimum lease payments for operating leases, subsequent to September 30, 2026, as recorded on the balance sheet, are summarized as follows:
2026$532 
20271,751 
20281,313 
20291,340 
20301,366 
Thereafter13,594 
Total undiscounted lease payments
$19,896 
Less: imputed interest
(7,488)
Net lease liabilities
$12,408 
NOTE 8 – OTHER BORROWINGS
At September 30, 2026 and December 31, 2025, the Company had no borrowings outstanding from the FHLB or FRB.
32

Table of Contents
BAYFIRST FINANCIAL CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Dollars in thousands, except per share data)
The Bank is a member of the FHLB of Atlanta, which provides short- and long-term funding collateralized by mortgage-related assets to its members. FHLB short-term borrowings bear interest at variable rates set by the FHLB. Any advances that the Bank were to obtain would be secured by a blanket lien on $350,996 of real estate-related loans as of September 30, 2026. Based on this collateral and the Bank's holdings of FHLB stock, the Bank was eligible to borrow up to $174,633 from the FHLB at September 30, 2026.
In addition, the Bank has a secured line of credit with the Federal Reserve Bank of Atlanta which was secured by $42,775 of commercial loans as of September 30, 2026. FRB short-term borrowings bear interest at variable rates based on the FOMC's target range for the federal funds rate. Based on this collateral, the Bank was eligible to borrow up to $31,955 from the FRB at September 30, 2026.
The Company has $6,000 of Subordinated Notes (the “Notes”) that mature June 30, 2031 and were redeemable after 5 years which was June 30, 2026. The Notes carried interest at a fixed rate of 4.50% per annum for the initial 5 years of term and now carries interest at a floating rate for the final 5 years of term. Under the note agreements, the floating rates are based on a SOFR benchmark plus 3.78% per annum which was 7.86% at September 30, 2026.
On December 29, 2025, the Company and the holders of the Company’s Notes entered into an Amendment to the Notes (the “Amendment”), effective as of December 26, 2025. Pursuant to the Amendment, instead of the Company paying interest on the Notes, the outstanding principal of the Notes shall be increased by the amount of interest due as of the date of the Amendment and that becomes due through and including June 30, 2026. The Company paid the deferred interest as agreed. The Company was in compliance with all financial debt covenants.
The balance of Notes outstanding at the Company, net of offering costs, amounted to $5,968 and $5,962 at September 30, 2026 and December 31, 2025, respectively.
The Company has a term note with quarterly principal and interest payments with interest at Prime (6.75% at September 30, 2026). The note matures on March 10, 2029 and the balance of the note was $1,138 and $1,593 at September 30, 2026 and December 31, 2025, respectively. The note is secured by 100% of the stock of the Bank and requires the Company to comply with certain loan covenants during the term of the note. On December 30, 2025, lender agreed that the Company may defer the quarterly interest payment due December 10, 2025 on its term loan until March 10, 2026. The deferred interest was paid as agreed. The Company was in compliance with all financial debt covenants.
NOTE 9 – STOCK-BASED COMPENSATION
The Equity Plan governs the Company’s restricted stock grants and stock options. Total compensation cost charged against income related to the Equity Plan was $120 and $239 for the nine months ended September 30, 2026 and September 30, 2025, respectively.
Restricted Stock
The Company awarded shares of restricted common stock to certain employees and directors for which compensation expense is recognized ratably over the vesting period of the awards based on the fair value of the stock at issue date.
A summary of changes in the Company’s nonvested restricted shares for the nine months ended September 30, 2026 and September 30, 2025 follows:
SharesWeighted-Average
Grant-Date
Fair Value, per share
Nonvested at January 1, 2026
33,750 $15.87 
Vested
(15,365)(15.96)
Forfeited
(180)(14.78)
Nonvested at September 30, 2026
18,205 $15.82 
33

Table of Contents
BAYFIRST FINANCIAL CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Dollars in thousands, except per share data)
SharesWeighted-Average
Grant-Date
Fair Value, per share
Nonvested at January 1, 2025
47,485 $14.54 
Granted
25,800 15.78 
Vested
(24,225)(13.23)
Forfeited
(1,680)(15.41)
Nonvested at September 30, 2025
47,380 $15.85 
At September 30, 2026, there was $213 of total unrecognized compensation cost related to nonvested restricted shares granted under the Equity Plan that is expected to be recognized over a weighted average period of 1.4 years. The total fair value of shares vested during the nine months ended September 30, 2026 and September 30, 2025 on the vesting date was $245 and $370, respectively.
Stock Options
The Equity Plan permits the grant of stock options to the Company’s employees and directors for up to 15% of the total number of shares of Company common stock issued and outstanding, up to 1,000,000 shares. Option awards are
granted with an exercise price equal to the market price of the Company’s common stock at the date of grant. The market price of the Company’s common stock is the closing sales price of the Common Stock on Nasdaq on the date of the grant. Those option awards generally have a vesting period of 5 years for employees and 3 years for directors and have 10-year contractual terms.
The fair value of each option award is estimated on the date of grant using a closed form option valuation (Black-Scholes) model that uses the assumptions noted in the table below. Expected volatility is based on an average of historical volatility of peer financial institutions. The expected term of options granted represents the period of time that options granted are expected to be outstanding, which takes into account that the options are not transferable. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of the grant.
A summary of the activity in the Equity Plan for the nine months ended September 30, 2026 and September 30, 2025 follows:
SharesWeighted
Average
Exercise
Price
Weighted
Average
Remaining
Contractual
Term (in years)
Aggregate
Intrinsic
Value
Outstanding at January 1, 2026
359,233 $15.68 
Forfeited
(25,170)(15.34)
Outstanding at September 30, 2026
334,063 $15.71 2.88$— 
Vested and exercisable at September 30, 2026
334,663 $15.71 2.88$— 
SharesWeighted
Average
Exercise
Price
Weighted
Average
Remaining
Contractual
Term (in years)
Aggregate
Intrinsic
Value
Outstanding at January 1, 2025
364,063 $15.68 
Exercised
(1,050)(14.67)
Forfeited
(195)(14.67)
Outstanding at September 30, 2025
362,818 $15.68 3.89$— 
Vested and exercisable at September 30, 2025
357,748 $15.69 3.87$— 
There were no options granted during the nine months ended September 30, 2026 or September 30, 2025. All stock options granted are vested and there is no unrecognized compensation cost under the Equity Plan at September 30, 2026.
34

Table of Contents
BAYFIRST FINANCIAL CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Dollars in thousands, except per share data)
NOTE 10 – OTHER BENEFIT PLANS
The Company has established a stock dividend reinvestment and stock purchase plan. Under the DRIP, eligible shareholders can voluntarily purchase stock with their dividend or can make additional stock purchases. For the nine months ended September 30, 2026 and September 30, 2025, there were no shares issued.
All employees and Directors are eligible to participate in the NSPP. Expense recognized in relation to the NSPP for the nine months ended September 30, 2026 and September 30, 2025 was $3 and $18, respectively. During the nine months ended September 30, 2026, 3,028 shares were purchased at an average price of $6.02. For the nine months ended September 30, 2025, there were no shares issued.
The Company has a Salary Continuation Agreement (the “Agreement”) with the Company’s retired CEO. In accordance with the Agreement, the executive will receive an annual benefit of $25 for twenty years following separation of service. The liability recorded for the Agreement was $301 and $316 at September 30, 2026 and December 31, 2025, respectively, and the related expense for the nine months ended September 30, 2026 and September 30, 2025, was $10. Payments began in July 2024 as a result of the retirement of the CEO on December 31, 2023.
The Company has a 401(k) plan that covers all employees subject to certain age and service requirements. Previous to January 2026, the Company contributed 3% of each employee’s salary each pay period as a safe harbor contribution. In January 2026, the Company updated the plan to change the contribution from the non-elective contribution to a matching contribution equal to 100% of the first 4% and 50% of the next 2% of employee contributions. Expense recognized in relation to the 401(k) plan was $392 and $749 for the nine months ended September 30, 2026 and September 30, 2025, respectively.
The Company had an ESOP for eligible employees with outstanding loans as a result of the acquisition of shares in 2021 and the termination of the nationwide residential lending division in 2022. On September 30, 2025, the Plan was terminated and the remaining 19,691 shares in the ESOP unallocated account with a fair value of $175 were returned to the Company in partial satisfaction of the outstanding balances on the ESOP loans. The ESOP accounts of the participants were 100% vested as of the date of the termination. As part of the termination of the plan, the Company forgave the indebtedness of the outstanding loans which totaled $365. There was $149 expense for the nine months ended September 30, 2025. The Company’s ESOP, which was internally leveraged, did not report the loan receivable extended to the ESOP as an asset and did not report the ESOP debt due to the Company.
NOTE 11 – REGULATORY MATTERS
Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and, additionally for banks, prompt corrective action regulations, involve quantitative measures of assets, liabilities, and certain off-balance sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators. Failure to meet capital requirements can initiate regulatory action. Management believes that the Bank met capital adequacy requirements to which it was subject at September 30, 2026 and December 31, 2025.
Prompt corrective action regulations provide five classifications: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized, although these terms are not used to represent overall financial condition. The Bank must maintain a “well capitalized” rating to access brokered deposits without FDIC waiver. An “adequately capitalized” rating requires an FDIC waiver to access brokered deposits. If undercapitalized, capital distributions are limited, as is asset growth and expansion, and capital restoration plans are required. At September 30, 2026, the most recent regulatory notifications categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. There are no conditions or events since that notification that management believes have changed the institution’s classification.
In February 2019, the federal bank regulatory agencies issued a final rule that revised certain capital regulations under ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, and included a transition option that allows banking organizations to phase in, over a three year period, the day one adverse effects of adoption on their regulatory capital ratios (three year transition option). In connection with the adoption of ASC 326 on January 1, 2023, the Company recognized an after-tax cumulative effect reduction to retained earnings. The Company elected to adopt the three year transition option and the deferral has been applied in capital ratios presented below. Actual and required capital amounts and ratios for the Bank are presented below at September 30, 2026:
35

Table of Contents
BAYFIRST FINANCIAL CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Dollars in thousands, except per share data)
Actual
Required for Capital
Adequacy Purposes
To be Well
Capitalized Under
Prompt Corrective
Action Regulations
AmountRatioAmount
Ratio
AmountRatio
Total Capital
(to Risk Weighted Assets)
$108,574 12.44%$69,820 8.00%$87,276 10.00%
Tier 1 Capital
(to Risk Weighted Assets)
$97,274 11.15%$52,365 6.00%$69,820 8.00%
Common Equity Tier 1 Capital
(to Risk Weighted Assets)
$97,274 11.15%$39,274 4.50%$56,729 6.50%
Tier 1 Capital
(to Average Assets)
$97,274 8.79%$44,249 4.00%$55,311 5.00%
Actual and required capital amounts and ratios for the Bank are presented below at December 31, 2025 (as restated):
Actual
Required for Capital
Adequacy Purposes
To be Well
Capitalized Under
Prompt Corrective
Action Regulations
AmountRatioAmountRatioAmountRatio
Total Capital
(to Risk Weighted Assets)
$91,085 9.48%$76,867 8.00%$96,084 10.00%
Tier 1 Capital
(to Risk Weighted Assets)
$78,951 8.22%$57,650 6.00%$76,867 8.00%
Common Equity Tier 1 Capital
(to Risk Weighted Assets)
$78,951 8.22%$43,238 4.50%$62,455 6.50%
Tier 1 Capital
(to Average Assets)
$78,951 5.98%$52,837 4.00%$66,046 5.00%
Dividend Restrictions
Banking regulations limit the amount of dividends that may be paid. Approval by regulatory authorities is required if the effect of dividends declared would cause the regulatory capital of the Bank to fall below specified minimum levels. Approval is also required if dividends declared exceed the net profits of the Bank for that year combined with the retained net profits for the preceding two years. The Company has temporarily suspended common stock dividends, see Part II Item 3 of the 10K for additional information.
NOTE 12 – LOAN COMMITMENTS AND OTHER RELATED ACTIVITIES
Some financial instruments, such as loan commitments, credit lines, and letters of credit, are issued to meet customer financing needs. These are agreements to provide credit or to support the credit of others, as long as conditions established in the contract are met, and usually have expiration dates. Commitments may expire without being used. Off-balance sheet risk to credit loss exists up to the face amount of these instruments, although material losses are not anticipated. The same credit policies that are used for loans are used to make such commitments, including obtaining collateral at exercise of the commitment.
The contractual amounts of financial instruments with off-balance sheet risk at September 30, 2026 and December 31, 2025 were as follows:
September 30, 2026December 31, 2025
Unfunded loan commitments
$— $1,257 
Unused lines of credit
190,211 207,665 
Standby letters of credit
1,361 1,161 
36

Table of Contents
BAYFIRST FINANCIAL CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Dollars in thousands, except per share data)
All unused lines of credit at September 30, 2026 and December 31, 2025 were variable rate lines of credit and the majority of unfunded loan commitments at September 30, 2026 and December 31, 2025 were commitments to fund variable rate loans. Unfunded loan commitments are generally entered into for periods of 90 days or less.
The Company maintains an ACL for its off-balance sheet loan commitments which is calculated by loan type using estimated line utilization rates based on peer historical usage. Loss rates for outstanding loans are applied to the estimated utilization rates to calculate the ACL for off-balance sheet loan commitments. At September 30, 2026 and December 31, 2025, ACL for off-balance sheet loan commitments totaled $810 and $671, respectively.
NOTE 13 – EARNINGS PER COMMON SHARE
The following table sets forth the computation of basic and diluted earnings per common share for the three and nine months ended September 30, 2026 and September 30, 2025:
Three Months Ended
September 30,
Nine Months Ended
September 30,
2026202520262025
Basic:
(As Restated)
(As Restated)
Net loss
$(677)$(19,077)$(39,272)$(21,869)
Less: Preferred stock dividend earned
277 385 1,048 1,156 
Net loss attributable to common shareholders
$(954)$(19,462)$(40,320)$(23,025)
Weighted average common shares outstanding
23,733,175 4,135,106 10,721,480 4,135,949 
Basic loss per common share:
$(0.04)$(4.71)$(3.76)$(5.57)
Diluted:
Net loss$(677)$(19,077)$(39,272)$(21,869)
Less: Preferred stock dividend earned
277 385 1,048 1,156 
Add: Series B preferred stock and preferred C stock dividends
— — — — 
Net loss attributable to common shareholders
$(954)$(19,462)$(40,320)$(23,025)
Weighted average common shares outstanding for basic loss per common share
23,733,175 4,135,106 10,721,480 4,135,949 
Add: Dilutive effects of conversion of Series B preferred stock and Preferred C to common stock
— — — — 
Add: Dilutive effects of assumed exercises of stock options and warrants
— — — — 
Average shares and dilutive potential common shares
23,733,175 4,135,106 10,721,480 4,135,949 
Diluted loss per common share:
$(0.04)$(4.71)$(3.76)$(5.57)
`-
The following securities outstanding at September 30, 2026 and September 30, 2025 have been excluded from the calculation of weighted average shares outstanding as their effect on the calculation of loss per share are antidilutive:
Three Months Ended
September 30,
Nine Months Ended
September 30,
2026202520262025
Common stock options
334,167363,917340,331363,192
Convertible Series B preferred stock03,21003,210
Convertible Series C preferred stock6,4466,4466,4466,446
NOTE 14 - SEGMENT INFORMATION
The Company’s revenue is primarily derived from the business of banking. The Company’s financial performance is monitored on a consolidated basis by senior management, who are considered to be the Company’s Chief Operating Decision Maker (“CODM”). Senior management includes the following officers of the Company: President and Chief
37

Table of Contents
BAYFIRST FINANCIAL CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Dollars in thousands, except per share data)
Executive Officer; Executive Vice President, Chief Operating Officer; and Executive Vice President, Chief Financial Officer.
All of the Company’s financial results are similar and considered by management to be aggregated into one reportable operating segment. While the Company has assigned certain management responsibilities by branch location or department, the Company’s CODM evaluates financial performance on a Company-wide basis. The majority of the Company’s revenue is from the business of banking, and the Company’s branch locations have similar economic characteristics, products, services and customers. Accordingly, all of the Company’s operations are considered by the CODM to be aggregated in one reportable operating segment.
Financial performance is measured monthly and the primary measures of performance are net interest income after provision for credit losses, return on average assets, and return on average common equity, and significant operating expenses detailed below, as compared to the budget when assessing the Company’s segment. The allocation of resources throughout the Company is based on consolidated profitability. The presentation of financial performance is consistent with amounts and financial statement line items shown in the Company’s condensed consolidated balance sheets and condensed consolidated statements of income. Additionally, the Company’s significant expenses are adequately segmented by category and amount in the condensed consolidated statements of income to include all significant items when considering both qualitative and quantitative factors. Significant expenses of the Company include interest on deposits and borrowings, professional fees, loan servicing and origination expenses, and compensation.
NOTE 15 – RESTRUCTURE CHARGES
On September 29, 2025, the Company signed a definitive agreement to sell a portion of the Company’s SBA 7(a) loan portfolio. In conjunction with the agreement, the Company planned to exit the SBA 7(a) lending business. The loan sale and exit of SBA 7(a) lending business was completed in the fourth quarter of 2025. The transaction resulted in restructure charges totaling $7,283, including $3,719 for employee compensation and benefits costs, $2,864 for recognition of asset impairment, $435 for the transaction deal cost, and $265 for miscellaneous charges. All of these expenses were recorded in 2025. As of September 30, 2026, there were $191 of unpaid charges outstanding.
NOTE 16 – SUBSEQUENT EVENTS
On October 8, 2026, the Company sold and issued 4,107,908 common shares at $3.50 per common share in or as part of the Company’s rights offering. The offering resulted in gross proceeds of $14.4 million which will be used to improve capital levels of the Company and the Bank, and support the continued growth of the Bank.
Between September 30, 2026 and December 28, 2026, the no call period on the Company's Series C preferred shares will expire. The Board has voted to redeem the preferred shares and notifications were sent to those Series C preferred stock shareholders. These preferred shares have a conversion option priced at the Company's last reported tangible book value per share. On November 6, 2026, 4,183 Series C preferred shares were converted to 1,148,615 common shares for 29 shareholders at $3.64 per share. The remaining Series C preferred shareholders may elect to convert their shares to common stock in the fourth quarter. Any remaining shares will be redeemed by December 31, 2026.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion is an analysis of the results of operations for the three and nine months ended September 30, 2026 and September 30, 2025 and financial condition as of September 30, 2026 and December 31, 2025. This discussion and analysis should be read in conjunction with the condensed consolidated financial statements and related notes.
In addition to the historical information contained herein, this Form 10-Q includes "forward-looking statements" within the meaning of such term in the Private Securities Litigation Reform Act of 1995. These statements are subject to many risks and uncertainties, including, but not limited to, the effects of health crises, global military hostilities, weather events, or climate changes, including its effects on the economic environment, its customers and its operations, as well as any changes to federal, state or local government laws, regulations or orders in connection with them; the ability of the Company to implement its strategy and expand its banking operations; changes in interest rates and other general economic, business and political conditions, including changes in the financial markets, credit quality or global military hostilities; changes in business plans as circumstances warrant; risks related to mergers and acquisitions; changes in benchmark interest rates used to price loans and deposits, changes in tax laws, regulations and guidance; enforcement actions initiated by our regulators and their impact on our operations; the impact of data breaches or other cybersecurity incidents; enforcement actions initiated by our regulators and their impact on our operations; and other risks detailed from time to time in filings made by the Company with the SEC. Readers should note that the forward-looking statements
38

Table of Contents
included herein are not a guarantee of future events, and that actual events may differ materially from those made in or suggested by the forward-looking statements.
Forward-looking statements generally can be identified by the use of forward-looking terminology such as "will," "propose," "may," "plan," "seek," "expect," "intend," "estimate," "anticipate," "believe," "continue," or similar terminology. Any forward-looking statements presented herein are made only as of the date of this document, and the Company does not undertake any obligation to update or revise any forward-looking statements to reflect changes in assumptions, the occurrence of unanticipated events, or otherwise.
Overview
The following discussion and analysis presents the financial condition and results of operations on a consolidated basis. However, because the Company conducts all of its material business operations through the Bank, the discussion and analysis relates to activities primarily conducted at the subsidiary level. The following discussion should be read in conjunction with the condensed consolidated financial statements.
As a one-bank holding company, the Company generates most of its revenue from interest on loans and noninterest income. The primary sources of funding for its loans are loan payments, deposits, and borrowings. The Company is dependent on noninterest income, which is derived from service fee income. The largest expenses are interest on those deposits and borrowings, professional fees, loan servicing and origination expenses, and salaries and commissions plus related employee benefits. The Company measures its performance through its net interest income after provision for credit losses, return on average assets, and return on average common equity, while maintaining appropriate regulatory leverage and risk-based capital ratios.
Application of Critical Accounting Policies and Estimates
The preparation of condensed consolidated financial statements in accordance with GAAP requires the Company to make estimates and judgments that affect reported amounts of assets, liabilities, income and expenses and related disclosure of contingent assets and liabilities. The Company bases those estimates on historical experience and on various other assumptions that are believed to be reasonable under current circumstances, results of which form the basis for making judgments about the carrying value of certain assets and liabilities that are not readily available from other sources. Estimates are evaluated on an ongoing basis. Actual results may differ from these estimates.
Accounting policies, as described in detail in the notes to the Company’s condensed consolidated financial statements, are an integral part of the Company’s condensed consolidated financial statements. A thorough understanding of these accounting policies is essential when reviewing the Company’s reported results of operations and financial position. Management believes that the critical accounting policies and estimates listed below require the Company to make difficult, subjective or complex judgments about matters that are inherently uncertain. At September 30, 2026, the most critical of these significant accounting policies in understanding the estimates and assumptions involved in preparing the condensed consolidated financial statements were the policies related to the ACL, fair value measurement of government guaranteed loan servicing rights and government guaranteed loans HFI at fair value, which are discussed more fully in the December 31, 2025 Form 10-K.
Changes in these estimates that are likely to occur from period to period, or the use of different estimates that the Company could have reasonably used in the current period, could have a material impact on the Company’s financial position or results of operation.
Further, the Company is an emerging growth company. The JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected to take advantage of this extended transition period. This means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies do so. This may make the Company’s financial statements not comparable with those of public companies which are neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period because of the potential differences in accounting standards used.
39

Table of Contents
Recent Developments
Restatement of Previously Issued Financial Statements
As previously disclosed in the Current Report on Form 8-K filed with the SEC on July 15, 2026, the Company is restating its previously issued financial statements as and for the years ended December 31, 2024, and December 31, 2025, and the quarter ended March 31, 2026.
During this process, management identified $2.8 million, pretax, of deferred origination costs and $2.1 million, pretax, of accrued interest as of March 31, 2026, related to unguaranteed portions of SBA 7(a) loans which had defaulted or were placed into nonaccrual status in prior periods, which resulted in a material understatement of provision for credit losses expense and overstatement of net interest income during the effected quarterly periods in which the errors accumulated in 2024, 2025, and the first quarter of 2026. Furthermore, management identified $3.4 million, pretax, of deferred origination costs which should have been netted against gain on sale of guaranteed SBA 7a loans which resulted in a material over statement of gain on sale of government guaranteed loans, during the affected quarterly periods in which the error accumulated in 2024 and 2025.
The discussion of financial results presented are reflective of the restatement adjustments. Refer to Note 1 of the consolidated financial statements included in the 2025 Annual Report for more information on the restatement.
Rights Offering
On October 8, 2026, the Company sold and issued 4,107,908 common shares at $3.50 per common share in or as part of the Company’s rights offering. The offering resulted in gross proceeds of $14.4 million which will be used to improve capital levels of the Company and the Bank, and support the continued growth of the Bank.
Series C Preferred Stock
Between September 30, 2026 and December 28, 2026, the no call period on the Company's Series C preferred shares will expire. The Board has voted to redeem the preferred shares and notifications were sent to those Series C preferred stock shareholders. These preferred shares have a conversion option priced at the Company's last reported tangible book value per share. On November 6, 2026, 4,183 Series C preferred shares were converted to 1,148,615 common shares for 29 shareholders at $3.64 per share. The remaining Series C preferred shareholders may elect to convert their shares to common stock in the fourth quarter. Any remaining shares will be redeemed by December 31, 2026.
Selected Financial Data - Unaudited
As of and for the Three Months Ended
As of and for the Nine Months Ended
(Dollars in thousands, except for share data)9/30/20266/30/20269/30/20259/30/20269/30/2025
As restatedAs restated
Income Statement Data:
Net interest income$10,627 $9,422 $11,318 $29,489 $34,055 
Provision for credit losses(69)28,977 11,165 32,312 23,332 
Noninterest income (loss)1,101 (6,809)(1,070)(4,824)17,949 
Noninterest expense12,816 17,676 25,215 45,378 58,556 
Income tax benefit(342)(11,375)(7,055)(13,753)(8,015)
Net loss(677)(32,665)(19,077)(39,272)(21,869)
Preferred stock dividends277 386 385 1,048 1,156 
Net loss attributable to common shareholders$(954)$(33,051)$(19,462)$(40,320)$(23,025)
Balance Sheet Data:
Average loans HFI$891,603 $908,950 $1,129,337 $913,246 $1,109,865 
Average loans HFI at amortized cost848,578 858,931 1,054,946 862,845 1,039,931 
Average total assets1,121,140 1,185,392 1,339,795 1,173,112 1,313,423 
Average common shareholders’ equity59,761 67,624 86,976 71,552 89,474 
Government guaranteed loans HFS— — 94,052 — 94,052 
40

Table of Contents
As of and for the Three Months Ended
As of and for the Nine Months Ended
(Dollars in thousands, except for share data)9/30/20266/30/20269/30/20259/30/20269/30/2025
As restatedAs restated
Total loans HFI902,966 882,840 993,109 902,966 993,109 
Total loans HFI, excluding government guaranteed loan balances832,904 805,684 917,816 832,904 917,816 
Allowance for credit losses on loans41,762 45,081 24,485 41,762 24,485 
Total assets1,147,929 1,134,925 1,340,222 1,147,929 1,340,222 
Total deposits1,014,154 988,874 1,171,457 1,014,154 1,171,457 
Common shareholders’ equity98,095 19,850 67,921 98,095 67,921 
Per Share Data:
Basic loss per common share$(0.04)$(8.05)$(4.71)$(3.76)$(5.57)
Diluted loss per common share$(0.04)$(8.05)$(4.71)$(3.76)$(5.57)
Dividends per common share$— $— $— $— $0.16 
Book value per common share$3.64 $4.83 $16.50 $3.64 $16.50 
Tangible book value per common share(1)
$3.64 $4.82 $16.50 $3.64 $16.50 
Performance Ratios:
Return on average assets(2)
(0.24)%(11.02)%(5.70)%(4.46)%(2.22)%
Return on average common equity(2)
(6.39)%(195.50)%(89.51)%(75.13)%(34.31)%
Net interest margin(2)
4.07 %3.48 %3.64 %3.66 %3.76 %
Asset Quality Data:
Net charge-offs$3,228 $4,460 $3,544 $12,407 $14,147 
Net charge-offs/average loans HFI at amortized cost(2)
1.52 %2.08 %1.34 %1.92 %1.81 %
Nonperforming loans(3)
$14,013 $18,457 $24,687 $14,013 $24,687 
Nonperforming loans (excluding government guaranteed balance)(3)
$13,445 $14,434 $15,822 $13,445 $15,822 
Nonperforming loans/total loans HFI(3)
1.63 %2.20 %2.65 %1.63 %2.65 %
Nonperforming loans (excluding gov’t guaranteed balance)/total loans HFI(3)
1.56 %1.72 %1.70 %1.56 %1.70 %
ACL/Total loans HFI at amortized cost4.85 %5.37 %2.63 %4.85 %2.63 %
Other Data:
Full-time equivalent employees
146148237146237
Banking centers1211121212
(1) See section entitled "GAAP Reconciliation and Management Explanation of Non-GAAP Financial Measures" below for a reconciliation to most comparable GAAP equivalent.
(2) Annualized
(3) Excludes loans measured at fair value
Reconciliation and Management Explanation of Non-GAAP Financial Measures
Some of the financial measures included in this report are not measures of financial condition or performance recognized by GAAP. These non-GAAP financial measures include tangible common shareholders' equity and tangible book value per common share. The management team uses these non-GAAP financial measures in its analysis of its performance, and they believe that providing this information to financial analysts and investors allows them to evaluate capital adequacy.
The following presents the calculation of the non-GAAP financial measures:
41

Table of Contents
Tangible Common Shareholders' Equity and Tangible Book Value Per Common Share (Unaudited)
As of
(Dollars in thousands, except for share data)September 30, 2026June 30, 2026September 30, 2025
As restated
Total shareholders’ equity$104,541 $115,901 $83,972 
Less: Preferred stock liquidation preference(6,446)(96,051)(16,051)
Total equity available to common shareholders98,095 19,850 67,921 
Less: Intangible assets(62)(62)— 
Tangible common shareholders' equity$98,033 $19,788 $67,921 
Common shares outstanding26,962,725 4,106,905 4,116,913 
Tangible book value per common share$3.64 $4.82 $16.50 
Results of Operations
BayFirst’s operating results depend on its net interest income, which is the difference between interest income on interest-earning assets and interest expense on interest-bearing liabilities, consisting primarily of deposits. Net interest income is determined by the difference between yields earned on interest-earning assets and rates paid on interest-bearing liabilities (“interest rate spread”) and the relative amounts of interest-earning assets and interest-bearing liabilities. The interest rate spread is affected by regulatory, economic, and competitive factors which influence interest rates, loan demand, and deposit flows. In addition, the Company’s operating results can be affected by the level of nonperforming assets, as well as the level of the noninterest income and the noninterest expenses, such as compensation , loan servicing and origination expenses, and income taxes.
Historically, the Company has been dependent on noninterest income, derived primarily from service fee income and net gain on the sales of the guaranteed portion of government guaranteed loans, as well as fair value adjustments for certain loans which management has elected the fair value option. While the Company retains some of its government guaranteed loans on the balance sheet, the Company sold both the guaranteed balance of its government guaranteed loans, as well as a percentage of the unguaranteed portions of such loans.
In the fourth quarter of 2025, the Company sold a portion of its SBA 7(a) loan portfolio. In conjunction with the sale and as a result of the comprehensive strategic review aimed at reducing expenses and derisking the Bank's balance sheet, BayFirst exited the SBA 7(a) lending business. A third party assumed servicing of loans included in the sale and has been engaged as subservicer on the remaining SBA 7(a) loans retained by BayFirst.
Net Loss
The Company had a net loss for the three months ended September 30, 2026 of $0.7 million, or $0.04 per common share and diluted common share, compared to net income for the three months ended September 30, 2025 of $19.1 million, or $4.71 per common and diluted common share. The change from the third quarter of 2025 was the due to decreases in provision for credit losses of $11.2 million and noninterest expense of $12.4 million, and an increase in noninterest income of $2.2 million, partially offset with a decrease in income tax benefit of $6.7 million.
For the nine months ended September 30, 2026, the Company had a net loss of $39.3 million, or $3.76 per common share and diluted common share, a decrease from net loss of $21.9 million, or $5.57 per common share and diluted common share, for the nine months ended September 30, 2025. The change was primarily due to decreases in net interest income of $4.6 million and noninterest income of $22.8 million and increases in provision for credit losses of $13.5 million and noninterest expense of $13.2 million, partially offset by income tax benefit of $5.7 million.
Net Interest Income
Net interest income was $10.6 million for the three months ended September 30, 2026, a decrease from $11.3 million during the three months ended September 30, 2025. The decrease in net interest income during the third quarter of 2026, as compared to the year ago quarter, was mainly due to a decrease in loan interest income, including fees, of $4.8 million, partially offset by a decrease in interest expense on deposits of $3.1 million.
42

Table of Contents
Net interest margin was 4.07% for the third quarter of 2026, which represented an increase from 3.64% for the third quarter of 2025.
Net interest income was $29.5 million for the nine months ended September 30, 2026, a decrease from $34.1 million for the nine months ended September 30, 2025. The decrease was mainly due to a decrease in loan interest income, including fees, of $14.7 million, partially offset by a decrease in interest expense of $8.7 million.
Net interest margin increased to 3.66% for the nine months ended September 30, 2026, compared to 3.76% for the nine months ended September 30, 2025.
Average Balance Sheet and Analysis of Net Interest Income
The following table sets forth, for the periods indicated, information regarding: (i) the total dollar amount of interest and dividend income of BayFirst from interest-earning assets and the resultant average yields; (ii) the total dollar amount of interest expense on interest-bearing liabilities and the resultant average cost; (iii) net interest income; (iv) interest rate spread; (v) net interest margin; and (vi) ratio of average interest-earning assets to average interest-bearing liabilities. Loans in nonaccrual status, for the purposes of the following computations, are included in the average loan balances. FRB,
FHLB, and FNBB restricted equity holdings are included in other interest-earning assets. The Company did not have a significant amount of tax-exempt assets.
Three Months Ended September 30,
20262025
As restated
(Dollars in thousands)Average  BalanceInterestYieldAverage  BalanceInterestYield
Interest-earning assets:
Investment securities
$29,835 $259 3.44 %$32,521 $282 3.44 %
Loans(1)
891,603 15,951 7.10 1,135,629 20,746 7.25 
Other
114,325 1,037 3.60 65,955 664 3.99 
Total interest-earning assets
1,035,763 17,247 6.61 1,234,105 21,692 6.97 
Noninterest-earning assets
85,377 105,690 
Total assets
$1,121,140 $1,339,795 
Interest-bearing liabilities:
NOW, MMDA and savings
$561,868 $3,553 2.51 $704,339 $6,058 3.41 
Time deposits
307,418 2,930 3.78 336,596 3,518 4.15 
Other borrowings
7,217 137 7.53 67,478 798 4.69 
Total interest-bearing liabilities
876,503 6,620 3.00 1,108,413 10,374 3.71 
Demand deposits
111,137 105,464 
Noninterest-bearing liabilities
22,490 22,891 
Shareholders’ equity
111,010 103,027 
Total liabilities and shareholders’ equity
$1,121,140 $1,339,795 
Net interest income
$10,627 $11,318 
Interest rate spread
3.61 3.26 
Net interest margin (2)
4.07 3.64 
Ratio of average interest-earning assets to average interest-bearing liabilities
118.17%111.34%
(1) Includes nonaccrual loans.
(2) Net interest margin represents annualized net interest income divided by average total interest-earning assets.
43

Table of Contents
For the Nine Months Ended September 30,
20262025
As restated
(Dollars in thousands)Average  BalanceInterestYieldAverage  BalanceInterestYield
Interest-earning assets:
Investment securities
$30,760 $774 3.36 %$35,917 $1,095 4.08 %
Loans(1)
913,246 46,675 6.83 1,111,985 61,346 7.38 
Other
133,820 3,593 3.59 61,468 1,831 3.98 
Total interest-earning assets
1,077,826 51,042 6.33 1,209,370 64,272 7.11 
Noninterest-earning assets
95,286 104,053 
Total assets
$1,173,112 $1,313,423 
Interest-bearing liabilities:
NOW, MMDA and savings
$579,568 $11,046 2.55 $711,114 $18,179 3.42 
Time deposits
350,326 10,180 3.89 314,619 10,110 4.30 
Other borrowings
7,404 327 5.90 54,620 1,928 4.72 
Total interest-bearing liabilities
937,298 21,553 3.07 1,080,353 30,217 3.74 
Demand deposits
108,559 105,031 
Noninterest-bearing liabilities
21,572 22,514 
Shareholders’ equity
105,683 105,525 
Total liabilities and shareholders’ equity
$1,173,112 $1,313,423 
Net interest income
$29,489 $34,055 
Interest rate spread
3.26 3.37 
Net interest margin (2)
3.66 3.76 
Ratio of average interest-earning assets to average interest-bearing liabilities
114.99%111.94%
(1) Includes nonaccrual loans.
(2) Net interest margin represents annualized net interest income divided by average total interest-earning assets.
44

Table of Contents
Rate/Volume Analysis
The table below presents the effects of volume and rate changes on interest income and expense for the periods indicated. Changes in volume are changes in the average balance multiplied by the previous period’s average rate. Changes in rate are changes in the average rate multiplied by the average balance from the previous period. The net changes attributable to the combined impact of both rate and volume have been allocated proportionately to the changes due to volume and the changes due to rate. Loans in nonaccrual status, for the purpose of the following computations, are included in the average loan balances. FRB, FHLB, and FNBB restricted equity holdings are included in other interest-earning assets. The Company did not have a significant amount of tax-exempt assets.
(Dollars in thousands)RateVolumeTotal
Three Months Ended September 30, 2026 vs. September 30, 2025 (as restated):
Interest-earning assets:
Investment securities
$— $(23)$(23)
Loans
(421)(4,374)(4,795)
Other interest-earning assets
(71)444 373 
Total interest-earning assets
(492)(3,953)(4,445)
Interest-bearing liabilities:
NOW, MMDA and savings
(1,420)(1,085)(2,505)
Time deposits
(296)(292)(588)
Other borrowings
309 (970)(661)
Total interest-bearing liabilities
(1,407)(2,347)(3,754)
Net change in net interest income
$915 $(1,606)$(691)
(Dollars in thousands)RateVolumeTotal
Nine Months Ended September 30, 2026 vs. September 30, 2025 (as restated):
Interest-earning assets:
Investment securities$(176)$(145)$(321)
Loans
(4,278)(10,393)(14,671)
Other interest-earning assets
(197)1,959 1,762 
Total interest-earning assets
(4,651)(8,579)(13,230)
Interest-bearing liabilities:
NOW, MMDA, and savings
(4,130)(3,003)(7,133)
Time deposits
(1,018)1,088 70 
Other borrowings
389 (1,990)(1,601)
Total interest-bearing liabilities
(4,759)(3,905)(8,664)
Net change in net interest income
$108 $(4,674)$(4,566)
Provision for Credit Losses
The provision for credit losses is charged to operations to adjust the ACL to a level deemed appropriate by management and is based upon the volume and type of lending the Bank conducts, industry standards, the amount of nonperforming loans, general economic conditions, particularly as they relate to its market area, economic forecasts, and other factors that may affect the ability to collect on the loans in its portfolio.
The Company recorded a provision recovery for credit losses on loans for the three months ended September 30, 2026 of $0.1 million compared to a provision of $11.2 million for the three months ended September 30, 2025. The decrease in the provision expense was primarily the result of $30.5 million of expense related to the asset resolution plan recorded in the second quarter of 2026. During the three months ended September 30, 2026, $3.2 million of net charge offs were recorded compared to $3.5 million during the three months ended September 30, 2025.
The Company recorded a provision for credit losses for the nine months ended September 30, 2026 of $32.3 million compared to a $23.3 million provision for the nine months ended September 30, 2025. For the nine months ended
45

Table of Contents
September 30, 2026, net loan charge offs totaled $12.4 million compared to $14.1 million for the nine months ended September 30, 2025. The increase in provision was the result of provision expense booked during the second quarter as determined by the asset resolution plan.
The ACL was $41.8 million at September 30, 2026 and $24.5 million at September 30, 2025.
Noninterest Income (Loss)
The following table presents noninterest income (loss) for the nine months ended September 30, 2026 and September 30, 2025.
For the Three Months Ended September 30,
For the Nine Months Ended September 30,
(Dollars in thousands)2026202520262025
Noninterest income (loss):
As restatedAs restated
Loan servicing income, net
$655 $761 2,013 1,981 
Gain (loss) on sale of SBA and PPP loans, net
— 3,039 (97)15,975 
Service charges and fees
507 474 1,494 1,396 
Fair value adjustment on loans held for sale
— (5,096)— (5,096)
SBA loan fair value loss
(38)(882)(7,039)805 
Government guaranteed loan packaging fees— 380 — 1,673 
Loss on nonmarketable equity securities— — (1,500)— 
Loss on sale of premises and equipment— — (21)— 
Other noninterest income (loss)
(23)254 326 1,215 
Total noninterest income (loss)
$1,101 $(1,070)(4,824)17,949 
Noninterest income was $1.1 million during the three months ended September 30, 2026, an increase from a negative $1.1 million during the three months ended September 30, 2025. The increase in the third quarter of 2026, as compared to the third quarter of 2025, was the result of a third quarter 2025 fair value adjustment on loans held for sale of $5.1 million, partially offset by a decrease in gain on sale of government guaranteed loans of $3.0 million.
Noninterest income was a negative $4.8 million for the nine months ended September 30, 2026, a decrease from $17.9 million for the nine months ended September 30, 2025. The decrease was primarily the result of a decrease in gain on sale of government guaranteed loans of $16.1 million, a decrease in government guaranteed loan fair value gains of $7.8 million, a decrease in government guaranteed loan packaging fees of $1.7 million and second quarter 2026 loss on nonmarketable equity securities of $1.5 million, partially offset by a 2025 fair value adjustment on loans held for sale of $5.1 million.
46

Table of Contents
Noninterest Expense 
The following table presents noninterest expense for the nine months ended September 30, 2026 and September 30, 2025.
For the Three Months Ended September 30,
For the Nine Months Ended September 30,
(Dollars in thousands)2026202520262025
Noninterest expense:
Salaries and benefits
$4,466 $7,637 $14,867 $23,748 
Bonus, commissions, and incentives
576 530 1,607 863 
Occupancy and equipment
1,307 1,525 4,027 4,738 
Data processing
1,406 2,049 5,544 6,172 
Marketing and business development
76 262 356 1,152 
Professional services
571 859 2,907 2,373 
Loan servicing and origination expense
3,004 3,273 9,962 6,866 
Employee recruiting and development
213 364 663 1,443 
Regulatory assessments
515 484 1,704 1,175 
Restructure charges— 7,262 — 7,262 
Director compensation93 137 189 390 
Liability and fidelity bond insurance173 168 507 468 
ATM and interchange135 134 425 356 
Telecommunication65 82 197 282 
Other noninterest expense
216 449 2,423 1,268 
Total noninterest expense
$12,816 $25,215 $45,378 $58,556 
Noninterest expense was $12.8 million during the three months ended September 30, 2026, a decrease from $25.2 million during the three months ended September 30, 2025. The decrease in the third quarter of 2026, as compared to the third quarter of 2025, was primarily due to the third quarter 2025 restructuring expense of $7.3 million, and a decrease in compensation expense of $3.1 million.
Noninterest expense was $45.4 million for the nine months ended September 30, 2026, a decrease from $58.6 million for the nine months ended September 30, 2025. The decrease was primarily the result of the third quarter 2025 restructuring expense of $7.3 million, a decrease in compensation expense of $8.1 million, partially offset by an increase in loan servicing and origination expense of $3.1 million.
Income Taxes 
Income tax benefit was $0.3 million for the three months ended September 30, 2026, an increase from income tax benefit of $7.1 million for the three months ended September 30, 2025. The change was attributed to a decrease in net loss.
Income tax benefit was $13.8 million for the nine months ended September 30, 2026, a decrease from income tax expense of $8.0 million for the nine ended September 30, 2025. The change was attributed to a higher net loss for the current year.
At September 30, 2026, the Company had $36.2 million federal net operating loss carryforward and $34.6 million of state net operating loss carryforward. At September 30, 2025, the Company had $7.3 million of federal net operating loss carryforward and $7.9 million of state net operating loss carryforward. The Company expects to fully utilize the net operating losses.
The effective income tax rate was 25.94% for the nine months ended September 30, 2026 and 26.82% for the nine months ended September 30, 2025.
47

Table of Contents
Financial Condition
Investment Securities
The following table presents the fair value of the Company's investment securities portfolio classified as available for sale as of September 30, 2026 and December 31, 2025.
(Dollars in thousands)September 30, 2026December 31, 2025
Investment securities available for sale:
Asset-backed securities
$2,550 $2,822 
Mortgage-backed securities:
U.S. Government-sponsored enterprises
4,305 4,899 
Collateralized mortgage obligations:
U.S. Government-sponsored enterprises
15,636 17,768 
Corporate bonds
1,365 3,874 
Total investment securities available for sale
$23,856 $29,363 
The net unrealized loss on the investment securities AFS at September 30, 2026 and December 31, 2025, was $3.6 million and $2.6 million, respectively.
The following table presents the amortized cost of the Company's investment securities portfolio classified as held to maturity as of September 30, 2026 and December 31, 2025.
(Dollars in thousands)September 30, 2026December 31, 2025
Investment securities held to maturity:
Corporate bonds
$2,500 $2,500 
Total investment securities held to maturity
$2,500 $2,500 
There was a $7 thousand ACL on the corporate bonds HTM as of September 30, 2026 and $7 thousand at December 31, 2025. The net unrealized loss on the investment securities HTM at September 30, 2026, was $153 thousand compared with a net unrealized loss on investment securities HTM of $116 thousand at December 31, 2025.
No investment securities were pledged as of September 30, 2026 or December 31, 2025, and there were no sales of investment securities for the nine months ended September 30, 2026 or the nine months ended September 30, 2025.
48

Table of Contents
The investment securities available for sale presented in the following tables are reported at amortized cost and by contractual maturity as of September 30, 2026 and December 31, 2025. Actual timing may differ from contractual maturities if borrowers have the right to call or prepay obligations with or without call or prepayment penalties. Additionally, residential mortgage-backed securities and collateralized mortgage obligations receive monthly principal payments, which are not reflected below.
September 30, 2026
One year or lessOne to five yearsFive to ten yearsAfter ten years
(Dollars in thousands)Amortized
Cost
Average YieldAmortized
Cost
Average YieldAmortized
Cost
Average YieldAmortized
Cost
Average Yield
Asset-backed securities
$— — %$— — %$— — %$2,533 4.85 %
Mortgage-backed securities:
U.S. Government-sponsored enterprises
— — — — — — 4,919 3.01 
Collateralized mortgage obligations:
U.S. Government-sponsored enterprises— — — — — — 18,642 2.36 
Corporate bonds
— — 1,360 5.23 — — — — 
Total investment securities available for sale
$— — %$1,360 5.23 %$— — %$26,094 2.72 %
December 31, 2025
One year or lessOne to five yearsFive to ten yearsAfter ten years
(Dollars in thousands)Amortized
Cost
Average YieldAmortized
Cost
Average YieldAmortized
Cost
Average YieldAmortized
Cost
Average Yield
Asset-backed securities
$— — %$— — %$— — %$2,827 2.96 %
Mortgage-backed securities:
U.S. Government-sponsored enterprises
— — — — — — 5,264 2.99 
Collateralized mortgage obligations:
U.S. Government-sponsored enterprises— — — — — — 20,040 2.32 
Corporate bonds
— — 3,843 5.04 — — — — 
Total investment securities available for sale
$— — %$3,843 5.04 %$— — %$28,131 2.51 %
The investment securities held to maturity presented in the following tables are reported at amortized cost and by contractual maturity as of September 30, 2026 and December 31, 2025. Actual timing may differ from contractual maturities if borrowers have the right to call or prepay obligations with or without call or prepayment penalties. Additionally, residential mortgage-backed securities receive monthly principal payments, which are not reflected below.
September 30, 2026
One year or lessOne to five yearsFive to ten yearsAfter ten years
(Dollars in thousands)Amortized
Cost
Average YieldAmortized
Cost
Average YieldAmortized
Cost
Average YieldAmortized
Cost
Average Yield
Corporate bonds
$1,500 4.38 %$— — %$1,000 4.38 %$— — %
Total investment securities held to maturity
$1,500 4.38 %$— — %$1,000 4.38 %$— — %
49

Table of Contents
December 31, 2025
One year or lessOne to five yearsFive to ten yearsAfter ten years
(Dollars in thousands)Amortized
Cost
Average YieldAmortized
Cost
Average YieldAmortized
Cost
Average YieldAmortized
Cost
Average Yield
Corporate bonds
$— — %$1,500 4.38 %$1,000 4.38 %$— — %
Total investment securities held to maturity
$— — %$1,500 4.38 %$1,000 4.38 %$— — %
Loan Portfolio Composition
The Company offers a variety of products designed to meet the credit needs of our borrowers. Our lending activities primarily consist of government guaranteed, commercial real estate, commercial business, residential mortgage, and consumer loans. Senior management and loan officers have continued to develop new sources of loan referrals, particularly among centers of local influence and real estate professionals, and have also enjoyed repeat business from loyal customers in the markets the Bank serves. The Bank has no concentration of credit in any industry that represents 10% or more of its loan portfolio. Additionally, the loan portfolio is well-diversified across major loan types with a low concentration of non owner-occupied commercial real estate loans which makes up 13% of the total portfolio. The following table sets forth the composition of its HFI loan portfolio.
September 30, 2026December 31, 2025
(Dollars in thousands)Amount% of TotalAmount% of Total
Loans HFI:As restated
Government guaranteed loans HFI, at fair value$42,204 $54,076 
Loans HFI, at amortized cost:
Residential real estate
348,865 40.7 %365,427 40.7 %
Commercial real estate
228,589 26.7 215,771 24.0 
Construction and land
35,976 4.2 48,397 5.4 
Commercial and industrial
177,062 20.7 181,566 20.2 
Commercial and industrial – PPP
— — 6 — 
Consumer and other
66,903 7.7 86,441 9.7 
Loans HFI, at amortized cost, gross
857,395 100.0 %897,608 100.0 %
Discount on government guaranteed loans(4,472)(6,811)
Premium on loans purchased, net
688 2,650 
Deferred loan costs, net
7,151 10,491 
Allowance for credit losses
(41,762)(21,996)
Loans HFI, at amortized cost, net
819,000 881,942 
Total loans HFI, net
$861,204 $936,018 
For the nine months ended September 30, 2026, the Bank originated $97.0 million in loans through conventional lending channels and $0.8 million in government guaranteed loans. In addition, the Bank sold $0.8 million of government guaranteed loans to a third party as part of the Bank’s discontinuance of SBA 7(a) lending.
50

Table of Contents
Loan Maturity/Rate Sensitivity
The following table shows the contractual maturities of our loans at September 30, 2026. Loan balances in this table include loans HFI at fair value, loans HFI at amortized cost, discount on retained balances of loans sold, premium and discount on loans purchased, and deferred loan costs, net.
 (Dollars in thousands)Due in One Year
or Less
Due After One
Year to Five
Years
Due After Five
Years to 15 Years
Due After 15
Years
Total
Real estate:
Residential
$1,698 $1,193 $14,644 $331,545 $349,080 
Commercial
2,192 29,014 53,766 154,618 239,590 
Construction and land
531 4,474 3,936 27,035 35,976 
Commercial and industrial
41,267 24,346 138,708 4,222 208,543 
Consumer and other
2,705 9,253 15,945 41,874 69,777 
Total loans HFI
$48,393 $68,280 $226,999 $559,294 $902,966 
The following table shows the loans with contractual maturities of greater than one year that have fixed or adjustable interest rates at September 30, 2026.
(Dollars in thousands)
Fixed
Interest Rate
Adjustable
Interest Rate
Real estate:
Residential
$64,336 $283,046 
Commercial
28,451 208,947 
Construction and land
— 35,445 
Commercial and industrial
17,051 150,225 
Consumer and other
63,393 3,679 
Total loans HFI
$173,231 $681,342 
Credit Risk
The Bank’s primary business is making commercial, consumer, and real estate loans. This activity inevitably has risks for potential credit losses, the magnitude of which depends on a variety of economic factors affecting borrowers, which are beyond its control. The Bank has developed policies and procedures for evaluating the overall quality of its credit portfolio and the timely identification of potential problem loans. Management’s judgment as to the adequacy of the allowance is based upon a number of assumptions about the economic environment that it believes impacts credit quality as of the balance sheet date that it believes to be reasonable, but which may or may not prove accurate. Thus, there can be no assurance that charge-offs in future periods will not exceed the ACL, or that additional increases in the ACL will not be required.
Allowance for Credit Losses. The Bank must maintain an adequate ACL based on a comprehensive methodology that assesses the probable losses inherent in its loan portfolio. The Bank maintains an ACL based on a number of quantitative and qualitative factors, including levels and trends of past due and nonaccrual loans, asset classifications, change in volume and mix of loans, collateral value, historical loss experience, size and complexity of individual credits, and economic conditions. In addition to this, the Company uses reasonable and supportable forecasts that are developed with internal and external data. These are updated quarterly by management and utilize data from the FOMC’s median forecasts of change in national GDP and of national unemployment. Provisions for credit losses are provided on both a specific and general basis. Specific allowances are provided for individual loans that do not share similar risk characteristics with instruments evaluated using a collective (pooled) basis. General valuation allowances are determined by loan pools with a further evaluation of various quantitative and qualitative factors noted above.
The Bank periodically reviews the assumptions and formulates methodologies by which changes are made to the specific and general valuation ACL in an effort to refine such allowances in light of the current status of the factors described above.
51

Table of Contents
All nonaccrual loans and modifications to loans for borrowers experiencing financial difficulty are reviewed to determine if the loans share the same risk characteristics as the pooled loans. If the loan does not share the same risk characteristics, the loan is evaluated individually for credit losses. Specific allocation of reserves for individually evaluated loans considers the value of the collateral, the financial condition of the borrower, and industry and current economic trends. The Bank reviews the collateral value, cash flow, and other support on each individually evaluated credit. Any deficiency outlined by a real estate collateral evaluation analysis, or cash flow shortfall, is accounted for through a specific allocation for the loan.
The Company completed and quantified the impact of the asset resolution in the second quarter of 2026. The asset resolution plan included the identification of specific loans within the Company’s government guaranteed loan portfolio, as well as adjustments to the net amount expected to be collected on over 7,000 unguaranteed SBA 7(a) small balance loans. As a result, the Company recorded $41.5 million of provision expense, write-downs on loans measured at fair value, amortization of premiums paid on purchased government guaranteed loans, and impairment on nonmarketable securities during the quarter.
Nonperforming Assets. At September 30, 2026, the Company had $14.0 million in nonperforming assets, excluding government guaranteed loan balances. The ACL represented 4.85% of total loans HFI at amortized cost. At September 30, 2025, the Company had $17.6 million in nonperforming assets, excluding government guaranteed loan balances. The ACL represented 2.63% of total loans HFI at amortized cost. Total loans HFI at September 30, 2026 and September 30, 2025 included government guaranteed balances and loans measured at fair value, which had no reserves allocated to them. ACL as a percentage of loans HFI at amortized cost, not including government guaranteed loan balances, was 5.20% at September 30, 2026, compared to 2.80% at September 30, 2025. The increase in ACL percentage was the result of provision expense booked during the quarter as determined by the asset resolution plan.
The following table sets forth certain information on nonaccrual loans, loans 90 days or more past due, and foreclosed assets, the ratio of such loans and foreclosed assets to total assets as of the dates indicated, and certain other related information.
(Dollars in thousands)September 30,
2026
September 30,
2025
December 31,
2025
As restatedAs restated
Nonperforming loans (government guaranteed balances), at amortized cost, gross
$568 $8,865 $8,072 
Nonperforming loans (unguaranteed balances), at amortized cost, gross
13,445 15,822 16,271 
Total nonperforming loans, at amortized cost, gross
14,013 24,687 24,343 
Nonperforming loans (government guaranteed balances), at fair value
— — 83 
Nonperforming loans (unguaranteed balances), at fair value
114 1,385 1,453 
Total nonperforming loans, at fair value
114 1,385 1,536 
OREO
410 400 400 
Repossessed assets253 32 263 
Total nonperforming assets, gross
$14,790 $26,504 $26,542 
Nonperforming loans as a percentage of total loans HFI(1)
1.63 %2.65 %2.69 %
Nonperforming loans (excluding government guaranteed balances) to total loans HFI(1)
1.56 %1.70 %1.80 %
Nonperforming assets as a percentage of total assets
1.29 %1.98 %2.05 %
Nonperforming assets (excluding government guaranteed balances) to total assets
1.21 %1.21 %1.29 %
ACL to nonperforming loans(1)
298.02 %99.18 %90.35 %
ACL to nonperforming loans (excluding government guaranteed balances)(1)
310.61 %154.75 %135.18 %
(1) Excludes loans measured at fair value
52

Table of Contents
The following table sets forth information with respect to activity in the ACL for loans for the periods shown:
(Dollars in thousands)
At and for the Three Months Ended September 30,
At and for the Nine Months Ended September 30,
2026202520262025
Allowance at beginning of period
$45,081 $17,041 $21,995 $15,512 
Charge-offs:
Residential real estate
(121)(121)(1,163)(963)
Commercial real estate
(291)— (761)(485)
Commercial and industrial
(2,853)(3,433)(10,375)(11,907)
Commercial and industrial - PPP
— (1)— (1)
Consumer and other
(405)(314)(1,253)(1,767)
Total charge-offs
(3,670)(3,869)(13,552)(15,123)
Recoveries:
Residential real estate
1 — 95 27 
Commercial real estate
97 3 119 5 
Commercial and industrial
234 190 715 653 
Consumer and other
110 132 216 291 
Total recoveries
442 325 1,145 976 
Net charge-offs
(3,228)(3,544)(12,407)(14,147)
Provision for credit losses on loans
(91)10,988 32,173 23,120 
Allowance at end of period
$41,762 $24,485 $41,761 $24,485 
Net charge-offs to average loans HFI at amortized cost
1.52 %1.34 %1.92 %1.81 %
Allowance as a percent of total loans HFI at amortized cost
4.85 %2.63 %4.85 %2.63 %
Allowance as a percent of loans HFI at amortized cost, not including government guaranteed loans
5.20 %2.80 %5.20 %2.80 %
Allowance as a percent of nonperforming loans at amortized cost, gross
298.02 %99.18 %298.02 %99.18 %
Total loans HFI
$902,966 $993,109 $902,966 $993,109 
Average loans HFI at amortized cost
$848,578 $1,054,946 $862,845 $1,039,931 
Nonperforming loans (including government guaranteed balances) at amortized cost, gross
$14,013 $24,687 $14,013 $24,687 
Nonperforming loans (excluding government guaranteed balances) at amortized cost, gross
$13,445 $15,822 $13,445 $15,822 
Guaranteed balance of government guaranteed loans
$70,062 $75,293 $70,062 $75,293 
53

Table of Contents
The following table details net charge-offs to average loans outstanding by loan category for the three months ended September 30, 2026 and September 30, 2025.
Three Months Ended September 30, 2026Three Months Ended September 30, 2025
(Dollars in thousands)Net (Charge-off) RecoveryAverage Loans HFI at amortized costNet (Charge-off) Recovery RatioNet (Charge-off) RecoveryAverage Loans HFI at amortized costNet (Charge-off) Recovery Ratio
Residential real estate
$(120)$342,044 (0.14)%$(121)$356,159 (0.14)%
Commercial real estate
(194)266,216 (0.29)3 367,664 — 
Commercial and industrial
(2,619)168,910 (6.20)(3,243)237,790 (5.46)
Commercial and industrial - PPP
— — — (1)131 (3.05)
Consumer and other
(295)71,408 (1.65)(182)93,202 (0.78)
Total loans HFI at amortized cost
$(3,228)$848,578 (1.52)%$(3,544)$1,054,946 (1.34)%
The following table details net charge-offs to average loans outstanding by loan category for the nine months ended September 30, 2026 and September 30, 2025.
Nine Months Ended September 30, 2026Nine Months Ended September 30, 2025
(Dollars in thousands)Net (Charge-off) RecoveryAverage Loans HFI at amortized costNet (Charge-off) Recovery RatioNet (Charge-off) RecoveryAverage Loans HFI at amortized costNet (Charge-off) Recovery Ratio
Residential real estate
$(1,068)$350,297 (0.41)%$(936)$341,915 (0.37)%
Commercial real estate
(642)269,808 (0.32)(480)366,988 (0.17)
Commercial and industrial
(9,660)164,322 (7.84)(11,254)236,774 (6.34)
Commercial and industrial - PPP
— — — (1)353 (0.38)
Consumer and other
(1,037)78,418 (1.76)(1,476)93,901 (2.10)
Total loans HFI, at amortized cost
$(12,407)$862,845 (1.92)%$(14,147)$1,039,931 (1.81)%
SBA and Other Government Guaranteed Loans
The following table sets forth, for the periods indicated, information regarding the SBA and other government guaranteed lending activity, excluding PPP loans. In addition to the Bank’s routine loan sale activity, the Bank sold $97.4 million of government guaranteed loans to a third party as part of the Bank’s discontinuance of SBA 7(a) lending in the fourth quarter 2025 and first quarter of 2026.
54

Table of Contents
(Dollars in thousands)
At and for the Nine Months Ended September 30,
At and for the Year Ended December 31,
Government Guaranteed, Excluding PPP202620252025
Number of loans originated
11,3521,388
Amount of loans originated
$762 $259,730 $278,334 
Average loan size originated
$762 $192 $201 
Government guaranteed loan balances sold
$— $191,228 $198,996 
Total government guaranteed loan balances:
Guaranteed portion of government guaranteed loan balances HFI
$70,062 $75,280 $70,123 
Unguaranteed portion of government guaranteed loan balances HFI
185,706 238,700 232,863 
Total government guaranteed loans HFI
255,768 313,980 302,986 
Government guaranteed loans serviced for others
$717,254 $1,038,738 $885,505 
Government guaranteed loans sold to a third party$762 $— $96,602 
The following table sets forth, at the dates indicated, the geographic disbursement of gross principal balances of its government guaranteed loan portfolio. The “All Other” category includes states with less than 5% in any period presented.
September 30,December 31,
202620252025
(Dollars in thousands)Amount% of TotalAmount% of TotalAmount% of Total
Florida
$94,329 37 %$139,784 34 %$92,975 31 %
California
19,970 8 42,401 10 26,730 9 
Tennessee12,516 5 23,361 6 
Texas
21,841 9 32,574 8 24,765 8 
All Other
107,112 41 176,853 42 136,966 45 
Total government guaranteed loans, excluding PPP loans
$255,768 100 %$414,973 100 %$302,986 100 %
Deposits
General. In addition to deposits, sources of funds available for lending and for other purposes include loan repayments and historically proceeds from the sales of loans. Loan repayments are a relatively stable source of funds, while deposit inflows and outflows are influenced significantly by general interest rates and market conditions. Borrowings, as well as available lines of credit, may be used on a short-term basis to compensate for reductions in other sources, such as deposits at less than projected levels.
Deposits. Deposits are sourced principally from within its primary service area of Pinellas, Hillsborough, Manatee, Pasco, and Sarasota Counties, Florida. The Bank offers a wide selection of deposit instruments including demand deposit accounts, NOW accounts, money market accounts, regular savings accounts, time deposit accounts, and retirement savings plans (such as IRA accounts).
Time deposit rates are set to encourage longer maturities as cost and market conditions will allow. Deposit account terms vary, with the primary differences being the minimum balance required, the time period the funds must remain on deposit, and the interest rate.
The Bank emphasizes commercial banking relationships in an effort to increase demand deposits as a percentage of total deposits. Deposit interest rates are set by management at least monthly or more often if conditions require, based on a review of loan demand, projected cash flows and a survey of rates among competitors.
Brokered deposits. At times, the Bank has brokered time deposit and non-maturity deposit relationships available to diversify its funding sources. Brokered deposits offer several benefits relative to other funding sources, such as: maturity structures which cannot be duplicated in the current retail market, deposit gathering outside the market of the existing deposit base, the unsecured nature of these liabilities, and the ability to quickly generate funds. The Bank’s internal policy
55

Table of Contents
limits the use of brokered deposits as a funding source to no more than 20% of total assets. The Company's ability to accept or renew brokered deposits is contingent upon the Bank maintaining a capital level of "well capitalized." At September 30, 2026 and December 31, 2025, the Company had $165.7 million and $195.5 million, respectively, of brokered deposits.
The amount of each of the following categories of deposits, at the dates indicated, are as follows:
(Dollars in thousands)September 30, 2026December 31, 2025
Noninterest-bearing deposit accounts
$121,193 12.0%$95,731 8.1%
Interest-bearing transaction accounts
142,555 14.1231,227 19.5
Money market accounts
424,090 41.8434,930 36.7
Savings accounts
21,488 2.119,709 1.7
Subtotal
709,326 70.0781,597 66.0
Total time deposits
304,828 30.0402,341 34.0
Total deposits
$1,014,154 100.0%$1,183,938 100.0%
At September 30, 2026, the Company held approximately $217.9 million of deposits that exceeded the FDIC insurance limit which was 21% of total deposits.
The following table provides information on the maturity distribution of the time deposits exceeding the FDIC insurance limit of $250 thousand as of September 30, 2026.
(Dollars in thousands)
Three months or less
$30,151 
Over three months through six months
17,563 
Over six months through 12 months
25,358 
Over 12 months
11,039 
Total time deposits over $250
$84,111 
Deposits decreased $169.8 million or 14.34% for the nine months ended September 30, 2026, with decreases in interest-bearing transaction account balances, money market deposit account balances, and time deposit balances, partially offset by increases in noninterest-bearing deposit account balances and time deposit balances. The decrease in deposits over the past year was primarily due to decreases in high-rate promotional deposits held with non-relationship customers and brokered deposits.
Other Borrowings
At September 30, 2026 and December 31, 2025, the Company had no borrowings outstanding from the FHLB or FRB.
The Bank is a member of the FHLB of Atlanta, which provides short- and long-term funding collateralized by mortgage-related assets to its members. FHLB short-term borrowings bear interest at variable rates set by the FHLB. Any advances that the Bank were to obtain would be secured by a blanket lien on $351.0 million of real estate-related loans as of September 30, 2026. Based on this collateral and the Bank's holdings of FHLB stock, the Bank was eligible to borrow up to $174.6 million from the FHLB at September 30, 2026.
In addition, the Bank has a line of credit with the Federal Reserve Bank of Atlanta which was secured by $42.8 million of commercial loans as of September 30, 2026. FRB short-term borrowings bear interest at variable rates based on the FOMC's target range for the federal funds rate. Based on this collateral, the Bank was eligible to borrow up to $32.0 million from the FRB at September 30, 2026.
The Company has $6.0 million of Subordinated Notes (the “Notes”) that mature June 30, 2031 and was redeemable after 5 years which was June 30, 2026. The Notes carried interest at a fixed rate of 4.50% per annum for the initial 5 years of term and now carries interest at a floating rate for the final 5 years of term after June 30, 2026. Under the note agreements, the floating rates are based on a SOFR benchmark plus 3.78% per annum which was 7.86% at September 30, 2026.
On December 29, 2025, the Company and the holders of the Company’s Notes entered into an Amendment to the Notes (the “Amendment”), effective as of December 26, 2025. Pursuant to the Amendment, instead of the Company paying interest on the Notes, the outstanding principal of the Notes shall be increased by the amount of interest due as of the date
56

Table of Contents
of the Amendment and that becomes due through and including June 30, 2026. The Company paid the deferred interest as agreed. The Company was in compliance with all financial debt covenants.
The balance of Subordinated Notes outstanding at the Company, net of offering costs, amounted to $6.0 million at September 30, 2026 and December 31, 2025.
The Company has a term note with quarterly principal and interest payments with interest at Prime (6.75% at September 30, 2026). The note matures on March 10, 2029 and the balance of the note was $1.1 million and $1.6 million at September 30, 2026 and December 31, 2025, respectively. The note is secured by 100% of the stock of the Company and requires the Company to comply with certain loan covenants during the term of the note. On December 30, 2025, the lender agreed that the Bank may defer the quarterly interest payment due December 10, 2025 on its term loan until March 10, 2026. The deferred interest was paid as agreed. The Company was in compliance with all financial debt covenants.
Capital Resources
Shareholders' equity is influenced primarily by earnings, dividends, the Company's sales and repurchases of its common and preferred stock, and changes in accumulated other comprehensive income caused primarily by fluctuations in unrealized gains or losses, net of taxes, on available for sale investment securities.
Shareholders' equity was $104.5 million at September 30, 2026 as compared to $81.6 million at December 31, 2025. The increase was primarily due to the $74.5 million Series D and Series E preferred stock capital raise and subsequent conversion to common stock, partially offset by the net loss of $39.3 million and redemption of Series A and B preferred stock of $9.5 million.
The Company strives to maintain an adequate capital base to support its activities in a safe and sound manner while at the same time maximizing shareholder value. Management assesses capital adequacy against the risk inherent in the balance sheet, recognizing that unexpected loss is the common denominator of risk and that common equity has the greatest capacity to absorb unexpected loss.
The Bank is subject to regulatory capital requirements imposed by various regulatory agencies. Failure to meet minimum capital requirements can initiate certain mandatory and discretionary actions by banking regulators that, if undertaken, could have a direct material effect on BayFirst’s and the Bank’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company must meet specific capital guidelines that involve quantitative measures of its assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by regulators about components, risk weightings, and other factors.
Management believes that the Bank met capital adequacy requirements to which it was subject at September 30, 2026 and December 31, 2025.
The Bank’s actual capital amounts and percentages were as shown in the table below:
Actual
Minimum(1)
Well Capitalized(2)
(Dollars in thousands)AmountPercentAmountPercentAmountPercent
As of September 30, 2026
Total Capital (to risk-weighted assets)
$108,574 12.44 %$69,820 8.00 %$87,276 10.00 %
Tier 1 Capital (to risk-weighted assets)
97,274 11.15 52,365 6.00 69,820 8.00 
Common Equity Tier 1 Capital (to risk-weighted assets)
97,274 11.15 39,274 4.50 56,729 6.50 
Tier 1 Capital (to total assets)
97,274 8.79 44,249 4.00 55,311 5.00 
As of December 31, 2025 (as restated)
Total Capital (to risk-weighted assets)
91,085 9.48 76,867 8.00 96,084 10.00 
Tier 1 Capital (to risk-weighted assets)
78,951 8.22 57,650 6.00 76,867 8.00 
Common Equity Tier 1 Capital (to risk-weighted assets)
78,951 8.22 43,238 4.50 62,455 6.50 
Tier 1 Capital (to total assets)
78,951 5.98 52,837 4.00 66,046 5.00 
57

Table of Contents
(1) Minimum to be considered “adequately capitalized” under Basel III Capital Adequacy.
(2) Minimum to be considered “well capitalized” under Prompt Corrective Actions Provisions.
Off-Balance Sheet Arrangements
The Bank is a party to financial instruments with off-balance sheet risk in the normal course of business. These financial instruments primarily include unfunded loan commitments, unfunded lines of credit, and standby letters of credit. The Bank uses these financial instruments to meet the financing needs of its customers. These financial instruments involve, to varying degrees, elements of credit, interest rate, and liquidity risk. These do not present unusual risks and management does not anticipate any accounting losses that would have a material effect on the Bank.
A summary of the amounts of the Bank’s financial instruments, with off-balance sheet risk as of the dates indicated, was as follows:
(Dollars in thousands)September 30,
2026
December 31,
2025
Unfunded loan commitments
$— $1,257 
Unused lines of credit
190,211 207,665 
Standby letters of credit
1,361 1,161 
Total
$191,572 $210,083 
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since some of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Management evaluates each customer’s credit worthiness on a case-by-case basis. The amount of collateral obtained if deemed necessary by the Bank upon extension of credit is based on management’s credit evaluation of the customer.
Standby letters-of-credit are conditional lending commitments that the Bank issues to guarantee the performance of a customer to a third party and to support private borrowing arrangements. Essentially, letters of credit have expiration dates within one year of the issue date. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending credit.
In general, loan commitments and letters of credit are made on the same terms, including with respect to collateral, as outstanding loans. Each customer’s creditworthiness and the collateral required are evaluated on a case-by-case basis.
The Company maintains an ACL for its off-balance sheet loan commitments which is calculated by loan type using estimated line utilization rates based on historical usage. Loss rates for outstanding loans is applied to the estimated utilization rates to calculate the ACL for off-balance sheet loan commitments. At September 30, 2026 and December 31, 2025, ACL for off-balance sheet loan commitments totaled $810 thousand and $671 thousand, respectively.
58

Table of Contents
Contractual Obligations
In the ordinary course of its operations, the Company enters into certain contractual obligations. Total contractual obligations at September 30, 2026 were $331.8 million, a decrease from $431.4 million at December 31, 2025. The decrease was primarily due to a decrease in time deposits of $97.5 million.
The following tables present our contractual obligations as of September 30, 2026 and December 31, 2025.
Contractual Obligations as of September 30, 2026
(Dollars in thousands)Less than One YearOne to Three YearsThree to Five YearsOver Five YearsTotal
Operating lease obligations$1,953 $2,648 $2,746 $12,549 $19,896 
Long-term borrowings456 682 — — 1,138 
Subordinated notes— — — 5,968 5,968 
Time deposits281,972 22,216 640 — 304,828 
Total$284,381 $25,546 $3,386 $18,517 $331,830 
Contractual Obligations as of December 31, 2025
(Dollars in thousands)Less than One YearOne to Three YearsThree to Five YearsOver Five YearsTotal
Operating lease obligations$2,119 $3,064 $2,706 $13,594 $21,483 
Long-term borrowings456 912 225 — 1,593 
Subordinated notes— — — 5,962 5,962 
Time deposits318,112 81,873 2,356 — 402,341 
Total$320,687 $85,849 $5,287 $19,556 $431,379 
Liquidity
Liquidity management is the process by which the Bank manages the flow of funds necessary to meet its financial commitments on a timely basis and at a reasonable cost to take advantage of earnings enhancement opportunities. These financial commitments include withdrawals by depositors, credit commitments to borrowers, expenses of the operations, and capital expenditures. The Bank generally maintains a minimum liquidity ratio of liquid assets to total assets of at least 7.0%. Liquid assets include cash and due from banks, federal funds sold, interest-bearing deposits with banks and unencumbered investment securities available for sale. The on-balance sheet liquidity ratio at September 30, 2026 was 13.49%, as compared to 18.44% at December 31, 2025.
For the nine months ended September 30, 2026, the Bank did not pay any dividends. The Company suspended the payment of both common stock and preferred stock dividends in 2025. Preferred dividend payments were reinstated in the third quarter of 2026. As of September 30, 2026, BayFirst Financial Corp. held $2.0 million in cash and cash equivalents.
The Company expects that all the liquidity needs, including the contractual commitments, can be met by currently available liquid assets and cash flows. In the event any unforeseen demand or commitments were to occur, the Company could access the borrowing capacity with the FHLB or FRB, or lines of credit with other financial institutions. The Company does not rely on investment securities as the main source of liquidity and does not foresee the need to sell investment securities for cash flow purposes. In addition, the Company has the ability to obtain non-brokered wholesale deposits as another source of liquidity. The Company expects that the currently available liquid assets and the ability to borrow from the FHLB, FRB, and other financial institutions would be sufficient to satisfy the liquidity needs without any material adverse effect on the Company’s liquidity.
A description of BayFirst’s debt obligations is set forth above under the heading “Other Borrowings.”
59

Table of Contents
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Market Risk and Interest Rate Sensitivity
Market risk is the risk of loss from adverse changes in market prices and rates. Market risk arises primarily from interest-rate risk inherent in lending and deposit taking activities. To that end, the Company actively monitors and manages its interest-rate risk exposure. The measurement of market risk associated with financial instruments is meaningful only when all related and offsetting on- and off-balance sheet transactions are aggregated, and the resulting net positions are identified. Disclosures about the fair value of financial instruments, which reflect changes in market prices and rates, should also be considered.
The objective in managing interest-rate risk is to minimize the adverse impact of changes in interest rates on net interest income and capital, while adjusting the asset-liability structure to obtain the maximum yield-cost spread on that structure. The Company relies primarily on its asset-liability structure to control interest rate risk. A sudden or substantial change in interest rates may impact its earnings, to the extent that the interest rates borne by assets and liabilities do not change at the same rate, to the same extent, or on the same basis.
The Company established a comprehensive interest rate risk management policy which is administered by management. The policy establishes risk limits, which are quantitative measures of the percentage change in net interest income (net interest income at risk) and the fair value of equity capital (economic value of equity at risk) resulting from a hypothetical change in interest rates for maturities from one day to 30 years. Management measures the potential adverse impacts that changing interest rates may have on its short-term earnings, long-term value, and liquidity with computer-generated simulation analysis. The simulation model is designed to capture call features and interest rate caps and floors embedded in investment and loan contracts. As with any method of analyzing interest rate risk, there are certain shortcomings inherent in the interest rate modeling methodology used. When interest rates change, actual movements in different categories of interest-earning assets and interest-bearing liabilities, loan prepayments, and withdrawals of time and other deposits, may deviate significantly from the assumptions used in modeling. The methodology does not measure the impact that higher rates may have on borrowers’ ability to service their debts, or the impact of rate changes on demand for loan and deposit products.
To minimize the potential for adverse effects of changes in interest rates on the results of the operations, the Company monitors assets and liabilities to better match the maturities and repricing terms of the interest-earning assets and interest-bearing liabilities. To do this, the Company (i) emphasizes the origination of adjustable-rate and variable-rate loans to be HFI; (ii) maintains a stable core deposit base; and (iii) maintains a significant portion of liquid assets (cash, interest-bearing deposits with other banks, and available for sale investment securities).
Management regularly reviews its exposure to changes in interest rates. Among the factors they consider are changes in the mix of interest-earning assets and interest-bearing liabilities, interest rate spreads and repricing periods. ALCO reviews, on at least a quarterly basis, its interest rate risk position.
The interest rate risk position is measured and monitored at the Bank using net interest income simulation models and economic value of equity sensitivity analysis that captures both short-term and long-term interest-rate risk exposure.
Modeling the sensitivity of net interest income and the economic value of equity to changes in market interest rates is highly dependent on numerous assumptions incorporated into the modeling process. The models used for these measurements rely on estimates of the potential impact that changes in interest rates may have on the value and prepayment speeds on all components of its loan and investment portfolios, as well as embedded options and cash flows of other assets and liabilities. Balance sheet growth assumptions are also included in the simulation modeling process. The analysis provides a framework as to what the overall sensitivity position is as of the most recent reported position and the impact that potential changes in interest rates may have on net interest income and the economic value of its equity.
Net interest income simulation involves forecasting net interest income under a variety of interest rate scenarios including instantaneous shocks.
60

Table of Contents
The estimated impact on the net interest income as of September 30, 2026 and December 31, 2025, assuming immediate parallel moves in interest rates, is presented in the table below.
September 30, 2026December 31, 2025
Change in ratesFollowing 12 monthsFollowing 24 monthsFollowing 12 monthsFollowing 24 months
+400 basis points1.4 %0.4 %5.2 %(3.2)%
+300 basis points2.0 1.4 5.2 (0.9)
+200 basis points1.8 1.6 4.1 0.2 
+100 basis points1.4 1.3 2.5 0.6 
-100 basis points(0.3)(1.2)(1.1)(0.5)
-200 basis points(2.5)(4.4)(3.9)(2.8)
Management strategies may impact future reporting periods, as the actual results may differ from simulated results due to the timing, magnitude, and frequency of interest rate changes, the difference between actual experience and the characteristics assumed, as well as changes in market conditions. Market-based prepayment speeds are factored into the analysis for loan and investment securities portfolios. Rate sensitivity for transactional deposit accounts is modeled based on both historical experience and external industry studies.
The Company uses economic value of equity sensitivity analysis to understand the impact of interest rate changes on long-term cash flows, income, and capital. Economic value of equity is based on discounting the cash flows for all balance sheet instruments under different interest rate scenarios.
The table below presents the change in the economic value of equity as of September 30, 2026 and December 31, 2025, assuming immediate parallel shifts in interest rates.
Change in ratesSeptember 30, 2026December 31, 2025
+400 basis points(17.0)%(15.6)%
+300 basis points(12.6)(10.9)
+200 basis points(8.3)(6.9)
+100 basis points(3.8)(3.1)
-100 basis points4.7 4.1 
-200 basis points8.0 7.6 
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
An evaluation of the Company’s disclosure controls and procedures (as defined in Rules 13(a)-15(e) and 15(d)-15(e) of the Exchange Act), was carried out under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer as of September 30, 2026, the last day of the period covered by this Quarterly Report. The Company’s Chief Executive Officer and Chief Financial Officer concluded that, as a result of the material weakness in internal control over financial reporting described below, our disclosure controls and procedures were not effective as of September 30, 2026.
Notwithstanding the conclusion that our disclosure controls and procedures were not effective as of September 30, 2026, and notwithstanding the material weakness in our internal control over financial reporting described below, management believes that the condensed consolidated financial statements and related financial information included in this Quarterly Report on Form 10-Q, fairly present in all material respects our financial condition, results of operations, and cash flows as of the dates presented and for the periods ended on such dates, in conformity with accounting principles generally accepted in the United States of America.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Internal control over financial reporting is a process
61

Table of Contents
designed by, or under the supervision of, our principal executive and principal financial officers, and effected by our Board of Directors, management, and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:
•pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
•provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
•provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.
Under the supervision and with the participation of our management, including our Chief Executive Officer, Chief Financial Officer, and Chief Risk Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of September 30, 2026, based on the framework in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.
Based on that evaluation, management concluded that our internal control over financial reporting was not effective as of September 30, 2026 due to the material weakness described below.
We identified a material weakness in our internal control over financial reporting related to operating effectiveness of control activities and monitoring of how loans are placed in nonaccrual status and charged off as well as how origination costs are recognized on loans after a portion of the loan has been sold and the resulting gain on sale of government guaranteed loans is calculated. Insufficient review of expense and charge off entries by personnel without appropriate subject matter expertise, management of the same personnel and internal audit. Specifically, procedures used with the system of record were incomplete or incorrect.
This material weakness resulted in a reasonable possibility that a material misstatement of our annual or interim financial statements would not be prevented or detected on a timely basis.
Remediation Plan
Management has begun implementing the following measures to remediate the material weakness:
•Reviews of all related procedures for completeness and correctness
•Training of personnel and management
•Escalation process to senior management
•Evaluating automating steps to insure consistent and correct processes
This plan was implemented in the third quarter of 2026. The plan is operating as expected and testing is ongoing.
We will not consider the material weakness fully remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are designed and operating effectively. The Audit Committee of our Board of Directors is monitoring these remediation efforts.
62

Table of Contents
Part II
Item 1. Legal Proceedings
In the normal course of business, the Company is named or threatened to be named as a defendant in various lawsuits, none of which is expected to have a material effect on the Company. However, given the nature, scope and complexity of the extensive legal and regulatory landscape applicable to its business (including laws and regulations governing consumer protection, fair lending, fair labor, privacy, information security, anti-money laundering and anti-terrorism), the Company, like all banking organizations, is subject to heightened legal and regulatory compliance and litigation risk. There are no material pending legal proceedings, other than ordinary routine litigation incidental to the business, to which the Company is a party or to which its property is the subject.
Item 1A. Risk Factors
In addition to the other information set forth in this report, you should carefully consider the factors discussed under "Part I--Item 1A--Risk Factors" in the Company's Form 10-K/A for the year ended December 31, 2025. There have been no material changes from those risk factors previously disclosed. These factors could materially and adversely affect the Company's business, financial condition, liquidity, results of operations and capital position, and could cause its actual results to differ materially from its historical results or the results contemplated by the forward-looking statements contained in this report.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Unregistered Sales of Equity Securities
None
Issuer Purchases of Equity Securities
None.
Item 3. Defaults Upon Senior Securities
None
Item 4. Mine Safety Disclosures
Not applicable.
Item 4B. Other Information
None.
63

Table of Contents
ITEM 6. EXHIBITS
(a)Exhibits.
Exhibit
Number
Exhibit Name
*3.1
Amended and Restated Articles of Incorporation
*3.2
Bylaws
*3.3
Amendment to Bylaws, dated August 22, 2019
*3.4
Amendment to Articles of Incorporation, dated September 7, 2023
*3.5
Article of Amendment to Articles of Incorporation of BayFirst Financial Corp.
*3.6
Article of Amendment to Articles of Incorporation of BayFirst Financial Corp.
*4.1
Form of common stock certificate
*4.2
Form of Series C Cumulative Convertible Preferred Stock certificate
31.1
Principal Executive Officer’s Certification required by Rule 13(a)-14(a) - filed herewith
31.2
Principal Financial Officer’s Certification required by Rule 13(a)-14(a) - filed herewith
32.1
Principal Executive Officer’s Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - filed herewith
32.2
Principal Financial Officer’s Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - filed herewith
101
Financial information from the Company’s Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 2026, formatted in iXBRL interactive data files pursuant to Rule 405 of Regulation S-T: (i) Condensed Consolidated Balance Sheets; (ii) Condensed Consolidated Statements of Income; (iii) Condensed Consolidated Statements of Comprehensive Income; (iv) Condensed Consolidated Statements of Shareholders’ Equity; (v) Condensed Consolidated Statements of Cash Flows; and (vi) Notes to the Condensed Consolidated Financial Statements – filed herewith.
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
Article of Amendment to Articles of Incorporation of BayFirst Financial Corp.
•Incorporated by reference
64

Table of Contents
SIGNATURES
Pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
BAYFIRST FINANCIAL CORP.
Date:November 10, 2026
By:/s/ Alfred T. Rogers, Jr.
Alfred T. Rogers, Jr.
President and Chief Executive Officer
(Principal Executive Officer)
Date:November 10, 2026
By:/s/ Scott J. McKim
Scott J. McKim
Chief Financial Officer
(Principal Financial Officer\Principal Accounting Officer)

65

Keep reading