BayFirst starts rights offer at $3.50 per share
Rhea-AI Filing Summary
BayFirst Financial Corp. (BAFN) announced the commencement of a previously announced rights offering to its shareholders. The SEC issued a Notice of Effectiveness for BayFirst’s Form S-1 on August 31, 2026, and, pursuant to the final prospectus, the company is offering shareholders of record as of May 12, 2026 up to 4,108,072 shares of common stock at $3.50 per share through subscription rights. The rights prospectus and rights card are being sent to eligible shareholders, and Regan & Associates, Inc. has been engaged as information agent for the offering. As of June 30, 2026, BayFirst Financial Corp. had $1.13 billion in total assets.
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8-K Event Classification
2 items: 8.01, 9.01
2 items
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Rights offering shares: 4,108,072 shares of common stock
Rights offering subscription price: $3.50 per share
Total assets: $1.13 billion
+3 more
6 metrics
Rights offering shares
4,108,072 shares of common stock
Maximum number of shares offered to shareholders of record as of May 12, 2026
Rights offering subscription price
$3.50 per share
Price at which eligible shareholders may purchase common stock in the rights offering
Total assets
$1.13 billion
BayFirst Financial Corp. total assets as of June 30, 2026
Record date for rights offering
May 12, 2026
Shareholders of record on this date are eligible for subscription rights
Notice of Effectiveness date
August 31, 2026
Date the SEC issued Notice of Effectiveness for BayFirst’s Form S-1 registration
Prospectus filing date
September 1, 2026
Date the final prospectus for the rights offering was filed under Rule 424(b)(3)
Key Terms
rights offering, Notice of Effectiveness, Form S-1 Registration, final prospectus, +2 more
6 terms
rights offering financial
"BayFirst Financial Corp. Launches Rights Offering"
A rights offering is a way for a company to raise additional money by giving existing shareholders the opportunity to buy more shares at a discounted price before they are offered to the public. It’s similar to a special sale where current owners get the first chance to buy extra items at a lower cost, allowing them to increase their investment if they choose. This process matters to investors because it can affect the value of their holdings and their ability to buy new shares at favorable terms.
Notice of Effectiveness regulatory
"the SEC issued a Notice of Effectiveness for the Company’s Form S-1"
A notice of effectiveness is an official confirmation from a regulator that a company’s registration statement, prospectus, or similar filing is legally active and may be used to offer or sell securities. It matters to investors because it clears the way for a company to issue new shares or other securities—like a permit that lets a fundraiser start—and can change supply, ownership stakes, and short-term market activity.
Form S-1 Registration regulatory
"Notice of Effectiveness for the Company’s Form S-1 Registration"
A Form S-1 registration is a formal disclosure document a company files with the U.S. Securities and Exchange Commission when offering securities to the public, most commonly for an initial public offering. It contains audited financial statements, business description, risk factors, management background and how the proceeds will be used, so investors can review the company’s important facts and risks—much like reading a detailed product manual before deciding to buy.
final prospectus financial
"Additional information regarding the rights offering can be found in the final prospectus"
A final prospectus is the official, completed disclosure document that describes a securities offering, including the business, financial details, risks, how many shares are being sold and how proceeds will be used. Think of it like the full instruction manual and ingredient list for an investment: it gives potential buyers the facts they need to judge value and risk before committing money. Investors rely on it to compare offerings and make informed choices.
Rule 424(b)(3) regulatory
"final prospectus filed on September 1, 2026 with the SEC pursuant to Rule 424(b)(3)"
Rule 424(b)(3) is a U.S. Securities and Exchange Commission filing rule that governs how updated prospectus information about a securities offering is formally added to an existing registration statement. For investors, seeing a 424(b)(3) filing means the company has officially recorded new offering details – like the number of shares, pricing range or other terms – so it’s a reliable place to check the latest, legally required disclosures; think of it as the official addendum to a product manual that must be filed before the product is sold.
bank holding company financial
"BayFirst Financial Corp. is a registered bank holding company based in St. Petersburg"
A bank holding company is a parent corporation that owns one or more banks and other financial businesses, like a household that controls several shops under the same roof. Investors care because this structure determines how the business is regulated, how it raises capital, pays dividends, and absorbs losses; it can make a banking group safer or riskier and affects the value and liquidity of the company’s shares.
FAQ
What capital raise did BayFirst Financial Corp. (BAFN) announce in this 8-K?
BayFirst Financial Corp. announced the commencement of a rights offering, under which it is offering shareholders of record up to 4,108,072 shares of common stock at a price of $3.50 per share, pursuant to its effective Form S-1 registration.
Who is eligible to participate in BayFirst (BAFN)’s rights offering and at what price?
Shareholders of record as of May 12, 2026 are eligible to participate in BayFirst’s rights offering. They may purchase up to an aggregate of 4,108,072 shares of common stock at a subscription price of $3.50 per share pursuant to their subscription rights.
When did the SEC declare BayFirst (BAFN)’s Form S-1 effective for the rights offering?
The SEC issued a Notice of Effectiveness for BayFirst Financial Corp.’s Form S-1 registration on August 31, 2026. The rights offering described in the final prospectus is being conducted pursuant to this effective registration statement.
What are BayFirst Financial Corp.’s total assets as of the latest date disclosed?
As of June 30, 2026, BayFirst Financial Corp. had $1.13 billion in total assets. This figure reflects the consolidated asset base of the bank holding company and its wholly owned subsidiary, BayFirst National Bank.
Who is the information agent for BayFirst (BAFN)’s rights offering?
BayFirst Financial Corp. engaged Regan & Associates, Inc. as the information agent for the rights offering. Eligible shareholders may direct questions to Regan & Associates at (800) 737-3426 or (212) 587-3005 as stated in the announcement.
Where can investors find detailed terms of BayFirst (BAFN)’s rights offering?
Detailed terms of the rights offering are contained in BayFirst’s final prospectus filed with the SEC on September 1, 2026 pursuant to Rule 424(b)(3), which accompanies the effective Form S-1 registration statement referenced in the announcement.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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 1, 2026
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission file number) | (IRS employer identification no.) | ||||||||||||
| (Zip Code) | ||||||||||||||
| (Address of principal executive offices) | ||||||||||||||
( | ||||||||||||||
(Registrant’s telephone number, including area code) | ||||||||||||||
(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):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| 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 | ||||||
| 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 8.01 Other Events.
On September 1, 2026, BayFirst Financial Corp. (the “Company”) issued a press release announcing the commencement of its previously announced rights offering. A copy of the press release is furnished as Exhibit 99.1.
Additional information regarding the rights offering can be found in the Company’s final prospectus filed on September 1, 2026 with the Securities and Exchange Commission pursuant to Rule 424(b)(3).
Item 9.01 Financial Statements and Exhibits.
| (d) Exhibits | |||||||||||||||||
| Exhibit Number | Exhibit Name | Filed Herewith | |||||||||||||||
| 99.1 | BayFirst Financial Corp. Press Release dated September 1, 2026 | * | |||||||||||||||
| 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 1, 2026 | |||||||
| By: | /s/ Scott J. McKim | |||||||
| Scott J. McKim | ||||||||
| Chief Financial Officer | ||||||||
| Contacts: | |||||
| Alfred T. Rogers, Jr. | Scott J. McKim | ||||
| Chief Executive Officer | Chief Financial Officer | ||||
| 727.685.2097 | 727.521.7085 | ||||
BayFirst Financial Corp. Launches Rights Offering
ST. PETERSBURG, FL. — September 1, 2026 — BayFirst Financial Corp. (NASDAQ: BAFN) (“BayFirst” or “Company”), parent company of BayFirst National Bank announced that on August 31, 2026, the Securities and Exchange Commission (the “SEC”) issued a Notice of Effectiveness for the Company’s Form S-1 Registration. Pursuant to the final prospectus contained therein, the Company is offering shareholders of record as of May 12, 2026, up to 4,108,072 shares of common stock at a price of $3.50. Additional information regarding the rights offering can be found in the final prospectus filed on September 1, 2026 with the SEC pursuant to Rule 424(b)(3).
“We are excited for the next step in the recapitalization of the Company,” stated Scott McKim, Chief Financial Officer. “The prospectus and rights card for eligible shareholders who wish to exercise their subscription rights are being sent. We have engaged Regan & Associates, Inc. as our information agent for this offering and eligible shareholders may direct questions to them at (800) 737-3426 or (212) 587-3005."
About BayFirst Financial Corp.
BayFirst Financial Corp. is a registered bank holding company based in St. Petersburg, Florida which commenced operations on September 1, 2000. Its primary source of income is derived from its wholly owned subsidiary, BayFirst National Bank, a national banking association which commenced business operations on February 12, 1999. The Bank currently operates eleven full-service banking offices throughout the Tampa Bay-Sarasota region and offers a broad range of commercial and consumer banking services to businesses and individuals. As of June 30, 2026, BayFirst Financial Corp. had $1.13 billion in total assets.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of such securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Note: Transmitted on Globe Newswire on September 1, 2026 at 9:05 a.m. ET.