BayFirst (NASDAQ: BAFN) adjusts note terms and defers key loan interest

Rhea-AI Filing Summary

BayFirst Financial Corp. entered into an amendment with holders of its $6.0 million 4.5% Fixed to Floating Subordinated Notes due June 30, 2031. Effective December 26, 2025, instead of paying cash interest, the company will increase the Notes’ principal by the interest due through June 30, 2026, effectively adding unpaid interest to the loan balance. If all amounts on the Notes are not paid by June 30, 2026, the company may either pay holders 3% of the outstanding principal or increase the principal by 3%.

Separately, on December 30, 2025, First National Bankers Bank allowed BayFirst to defer the quarterly interest payment that was due December 10, 2025 on a term loan until March 10, 2026. As of December 31, 2025, the term loan principal was $1.6 million at an interest rate of 6.75%.

Positive

• None.

Negative

• Debt service pushed into the future: Interest on $6.0 million subordinated notes will be added to principal through June 30, 2026, and a $1.6 million term-loan interest payment is deferred, indicating pressure on near-term cash outflows.
• Potential extra cost if notes are not paid by June 30, 2026: The company must either pay 3% of outstanding principal on the subordinated notes or increase principal by 3%, increasing future obligations if full repayment is not made by that date.

Insights

Bank credit and capital structure analyst

BayFirst is capitalizing interest on key debts and deferring a term-loan interest payment, signaling tighter liquidity management.

The company is amending its $6.0 million subordinated notes due June 30, 2031 so that interest through June 30, 2026 is added to principal instead of being paid in cash. This turns scheduled interest outflows into a higher future debt balance at the stated 4.5% rate, which can ease near-term cash needs while increasing total obligations over time.

If all amounts on the notes are not paid by June 30, 2026, BayFirst can either pay holders 3% of outstanding principal or increase principal by 3%, adding an extra cost tied to nonpayment by that date. In addition, First National Bankers Bank agreed the quarterly interest on a $1.6 million term loan at 6.75%, originally due December 10, 2025, can be deferred to March 10, 2026. Together, these steps indicate the company is negotiating more flexible timing on its debt service, with actual impact depending on future payments by the specified dates.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Understanding 8-K Material Events →

0001649739FALSE00016497392025-12-292025-12-29

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) December 29, 2025 

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 1.01. Entry into a Material Definitive Agreement.

On December 29, 2025, BayFirst Financial Corp. (the “Company”) and the holders of the Company’s $6.0 million of 4.5% Fixed to Floating Subordinated Notes Due June 30, 2031 (the “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. In addition, if the Company does not pay all amounts due on the Notes by June 30, 2026, at the Company’s option, (i) it shall pay the holders 3% of the outstanding principal of the Notes, or (ii) the principal of the Notes shall be increased by 3%. As of December 31, 2025, the principal due on the Notes was $6.0 million and the interest rate was 4.5%.

On December 30, 2025, First National Bankers Bank agreed that the Company may defer the quarterly interest payment due December 10, 2025 on its term loan until March 10, 2026. As of December 31, 2025, the principal due on the term loan was $1.6 million and the interest rate was 6.75%.

The Press Release is attached as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number

Exhibit Name

Filed Herewith

10.1

Amendment to 4.5% Fixed to Floating Subordinated Notes Due June 30, 2031

*

10.2

Change in Terms Agreement for FNBB Term Loan

*

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:			January 6, 2026
By:			/s/ Scott J. McKim
			Scott J. McKim
			Chief Financial Officer

FAQ

What debt agreement did BayFirst Financial Corp. amend in this 8-K?

BayFirst Financial Corp. amended its $6.0 million 4.5% Fixed to Floating Subordinated Notes due June 30, 2031, changing how interest is handled through June 30, 2026.

How will interest on BayFirst (BAFN) subordinated notes be treated after the amendment?

Instead of cash payments, the outstanding principal on the subordinated notes will be increased by interest due as of the amendment date and that becomes due through June 30, 2026.

What happens if BayFirst does not pay all amounts due on the notes by June 30, 2026?

If all amounts are not paid by June 30, 2026, BayFirst may either pay holders 3% of the outstanding principal on the notes or increase the principal amount by 3%.

Which term loan interest payment did BayFirst (BAFN) defer and to when?

First National Bankers Bank agreed that BayFirst may defer the quarterly interest payment due December 10, 2025 on its term loan until March 10, 2026.

What were the principal and interest rates on BayFirst’s debts as of December 31, 2025?

As of December 31, 2025, principal on the subordinated notes was $6.0 million at 4.5%, and principal on the term loan was $1.6 million at 6.75%.

Does the 8-K include any exhibits related to BayFirst’s debt changes?

Yes. Exhibits include the Amendment to 4.5% Fixed to Floating Subordinated Notes Due June 30, 2031 and a Change in Terms Agreement for the FNBB term loan.