BayFirst Financial: 88.4% of Shares at Annual Meeting

Shares representing 88.4% of outstanding shares eligible to vote were present, and the meeting concluded without adjournment.

Rhea-AI Filing Summary

BayFirst Financial Corp. (BAFN) reported results from its September 22, 2026 annual meeting. Shareholders voted on 12 director nominees, each for a term expiring at the 2027 annual meeting; the results include votes for and withheld for each nominee and 3,129,166 abstentions and broker non-votes per nominee. In total, 23,833,649 shares were present in person or by proxy, representing 88.4% of the 26,962,815 common shares outstanding as of the record date. No adjournment was determined necessary or appropriate, so the meeting proceeded to conclusion without considering the adjournment proposal.

8-K Event Classification

2 items: 5.07, 9.01

2 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Director nominees: 12 nominees Shares outstanding: 26,962,815 shares Shares present: 23,833,649 shares +2 more

5 metrics

Director nominees 12 nominees Terms expiring at the 2027 annual meeting

Shares outstanding 26,962,815 shares As of the record date for the 2026 annual meeting

Shares present 23,833,649 shares Present in person or by proxy at the 2026 annual meeting

Shares represented 88.4% Of outstanding shares eligible to vote

Abstentions and broker non-votes 3,129,166 shares For each director nominee

Key Terms

Broker Non-Vote, record date, solicitation of proxies

3 terms

Broker Non-Vote regulatory

"Abstentions and Broker Non-Vote"

A broker non-vote happens when a brokerage firm holds shares in street name for a client but does not cast a ballot on a particular shareholder item because the broker lacks discretionary authority to vote that matter. Think of it like a person who owns a ticket but the ticket-holder refuses to vote on some issues; the share counts for ownership but not for that vote, which can affect whether proposals reach the required number of votes or a quorum.

record date regulatory

"as of the record date for the Annual Meeting"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

solicitation of proxies regulatory

"permit further solicitation of proxies"

Solicitation of proxies is the process by which a company or a shareholder asks other shareholders to authorize their votes on corporate matters by signing or submitting a proxy form. Think of it like asking friends to sign a permission slip on your behalf so a decision can be made without everyone attending; it matters to investors because proxy campaigns determine control of the board, approval of major deals or policies, and can signal contested management battles that affect share value and strategy.

FAQ

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

How many BAFN shares were represented at the 2026 annual meeting?

A total of 23,833,649 shares were present in person or by proxy, representing 88.4% of the 26,962,815 shares outstanding as of the record date.

Was BAFN’s 2026 annual meeting adjourned?

No. BayFirst said no adjournment was determined necessary or appropriate, so the meeting proceeded to conclusion without considering the proposal to adjourn for further proxy solicitation if votes were insufficient.

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

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0001649739FALSE00016497392026-09-222026-09-22

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) September 22, 2026 

BAYFIRST FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

Florida

001-41068

59-3665079

(State or other jurisdiction of incorporation)

(Commission file number)

(IRS employer identification no.)

700 Central Avenue

33701

St. Petersburg, Florida

(Zip Code)

(Address of principal executive offices)

(727) 440-6848

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities Registered pursuant to Section 12(b) of the Act:
Title of each class registered			Trading Symbol(s)			Name of exchange on which registered
Common Stock			BAFN			The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1933 (§240.12b-2 of this chapter)

Emerging growth company ☑

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. ☐

Item 5.07. Submission of Matters to a Vote of Security Holders.

The 2026 Annual Meeting of Shareholders (the “Annual Meeting”) of BayFirst Financial Corp. (the "Company") was held on September 22, 2026. There were a total of 26,962,815 shares of common stock outstanding as of the record date for the Annual Meeting, of which 23,833,649 were present in person or by proxy at the meeting, representing 88.4% of the outstanding shares eligible to vote.

Proposal 1:

A proposal to elect 12 nominees to serve as directors, each for a term expiring at the 2027 Annual Meeting of Shareholders, was presented to the shareholders. The results of the shareholder vote on the proposal were as follows:

Nominees						Number of Shares Voted For						Abstentions and Broker Non-Vote						Number of Shares Voted Withheld
Mark S. Berset						23,669,039						3,129,166						164,610
William T. Conroy						23,826,037						3,129,166						7,612
Dennis R. DeLoach, III						23,611,762						3,129,166						221,887
Kenneth R. Lehman						23,825,764						3,129,166						7,885
Christos Politis, M.D.						23,670,664						3,129,166						162,985
Alfred T. Rogers, Jr.						23,831,059						3,129,166						2,590
Anthony Saravanos						23,612,300						3,129,166						221,349
Bradly W. Spoor						23,830,280						3,129,166						3,369
William I. Sultenfuss, II						23,826,059						3,129,166						7,590
Joseph E. Taggart						23,826,072						3,129,166						7,577
Andrew P. Wright						23,826,072						3,129,166						7,577
Barbara J. Zipperian						23,830,166						3,129,166						3,483

Proposal 2.

Adjournment. A proposal to adjourn the BayFirst Annual Meeting to a later date or dates, if necessary, to permit further solicitation of proxies if there were not sufficient votes at the time of the BayFirst Annual Meeting to approve the BayFirst Board of Directors proposal (the “BayFirst adjournment proposal”). No adjournment of the Annual Meeting was determined to be necessary or appropriate and, accordingly, the Annual Meeting was not adjourned and proceeded to conclusion without consideration of a proposal to adjourn the Annual Meeting.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number

Exhibit Name

Filed Herewith

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

*

.

The information in this report (including the exhibits) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BAYFIRST FINANCIAL CORP.
Date:			September 24, 2026
By:			/s/ Scott J. McKim
			Scott J. McKim
			Chief Financial Officer

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.7 KB