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BayFirst Financial (NASDAQ: BAFN) prices $3.50 shareholder offering after $80M PIPE recapitalization

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

BayFirst Financial Corp. is offering up to 4,108,072 shares of common stock at $3.50 per share in a public offering marketed to shareholders of record. Separately, the company raised $80 million in a PIPE by issuing 8,000 mandatorily convertible preferred shares at $10,000 each, which are intended to convert into about 22.9 million common shares at an effective $3.50 per share after shareholder and regulatory approvals.

BayFirst plans to use the PIPE proceeds to strengthen capital at both the holding company and BayFirst National Bank, redeem existing preferred stock, bolster credit loss allowances, and support growth. On a pro forma basis, a $42 million downstream capital contribution would lift the Bank’s Tier 1 leverage ratio from 6.54% to 10.02% and CET1 to 13.13% as of March 31, 2026.

For the first quarter of 2026, BayFirst reported a net loss of $5.7 million, or $1.48 per diluted share, driven by lower net interest income of $9.4 million, higher credit loss provisions of $3.1 million, and elevated noninterest expense of $14.9 million. Loans held for investment declined to $930.4 million and deposits to $1.09 billion, while net interest margin compressed to 3.42%.

The Bank appointed Alfred T. Rogers Jr. as President, Chief Executive Officer, and principal executive officer, with plans for him to assume similar roles at the holding company pending regulatory non-objection, succeeding retiring CEO Thomas G. Zernick. A July 14, 2026 special shareholder meeting is planned to increase authorized common shares and approve conversion of the new preferred stock.

Positive

  • $80 million PIPE raised via mandatorily convertible preferred stock at an effective $3.50 per common share, providing substantial fresh capital relative to $1.20 billion in assets.
  • Pro forma Bank capital improves markedly, with Tier 1 leverage ratio rising from 6.54% to 10.02% and CET1 to 13.13% after a planned $42 million capital contribution.

Negative

  • BayFirst reported a first-quarter 2026 net loss of $5.7 million (vs. $2.5 million prior quarter), with net interest margin compressing to 3.42% and net interest income falling to $9.4 million.
  • Credit quality remains pressured: provision for credit losses was $3.1 million, annualized net charge-offs reached 1.98% of average loans, and nonperforming assets were 2.00% of total assets.

Insights

Large recapitalization offsets weak earnings and credit costs.

BayFirst raised $80 million of mandatorily convertible preferred equity at an effective $3.50 per share, alongside a planned S-1 offering of up to 4,108,072 common shares. Management intends to downstream $42 million to the Bank, materially improving regulatory capital ratios.

As of March 31, 2026, the Bank’s Tier 1 leverage ratio was 6.54% and CET1 was 8.58%; pro forma for the contribution, those rise to 10.02% and 13.13%. This directly addresses prior undercapitalization but comes with significant common dilution once preferred shares convert.

Operating trends remain challenging: Q1 2026 net loss was $5.7 million, net interest margin compressed to 3.42%, and annualized net charge-offs were 1.98% of average loans. Nonperforming assets were 2.00% of total assets, and loans plus deposits both declined, reflecting balance-sheet contraction as the SBA 7(a) business is exited.

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 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
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, and exhibit attachments filed with this report.
PIPE gross proceeds $80,000,000 Mandatorily convertible preferred private placement on April 28, 2026
Preferred shares issued 4,000 Series D and 4,000 Series E shares Mandatorily Convertible Cumulative Perpetual Preferred Stock at $10,000 per share
PIPE effective conversion price $3.50 per common share Preferred shares convertible or exchangeable into approximately 22.9 million common shares
S-1 offering size Up to 4,108,072 shares at $3.50 Public common stock offering marketed to shareholders of record on May 12, 2026
Q1 2026 net loss $5.7 million First quarter 2026 consolidated results
Net interest margin 3.42% Quarter ended March 31, 2026, down from 3.58% in Q4 2025
Loans held for investment $930.4 million Balance at March 31, 2026, down $33.5 million in the quarter
Pro forma Tier 1 leverage ratio 10.02% Bank ratio after $42 million capital contribution from PIPE proceeds
Mandatorily Convertible Cumulative Perpetual Preferred Stock financial
"4,000 shares of the Company’s Mandatorily Convertible Cumulative Perpetual Preferred Stock, Series D"
Private investment in public equity financial
"raised $80 million of capital from investors in a private investment in public equity (“PIPE”) offering"
Private investment in public equity occurs when investors buy shares directly from a company that is publicly traded, often at an early stage or at a discount, instead of purchasing them on the open market. This allows investors to acquire a stake more quickly and with potentially better terms, which can influence the company's future growth and stability—making it an important option for those seeking to support or benefit from a company's development.
Registration Rights Agreement regulatory
"the Company and the Purchasers entered into a Registration Rights Agreement"
A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.
Partial Conversion financial
"the Company will effect a “Partial Conversion” of the Series D Preferred Stock"
Change in Bank Control Act regulatory
"subject to ... expiration or termination of any applicable waiting period under, the Change in Bank Control Act"
Nonperforming assets financial
"Nonperforming assets were 2.00% of total assets as of March 31, 2026"
Nonperforming assets are loans or investments that are not generating expected payments or returns because the borrower has fallen behind on payments or the investment has lost value. They matter to investors because a high level of nonperforming assets can indicate financial trouble for a bank or institution, potentially affecting its stability and profitability.
Net loss $5.7 million
Net interest income $9.4 million
Noninterest income $0.9 million
Noninterest expense $14.9 million
Net interest margin 3.42%
Understanding 8-K Material Events →
0001649739FALSE12/3100016497392026-04-282026-04-28


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) April 28, 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 Avenue33701
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 registeredTrading Symbol(s)Name of exchange on which registered
Common StockBAFNThe 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
The information set forth under Item 3.02 is incorporated by reference into this Item 1.01.
Item 3.02 Unregistered Sales of Equity Securities.
Securities Purchase Agreement
On April 28, 2026, BayFirst Financial Corp. (the “Company”) entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with Kenneth R. Lehman and other 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:
(i)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
(ii)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 $80,000,000.
Subject to certain ownership limitations, the Preferred Shares are convertible (or, in the case of Mr. Lehman, as provided pursuant to the Exchange Agreement described herein exchangeable) into shares of Common Stock (the “Underlying Preferred Shares”) 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 (the “Conversion Rate”).
The Company will use the net proceeds from the Private Placement to improve the capital levels of the Company and its wholly-owned subsidiary, BayFirst National Bank (the “Bank”), restructure the Company’s capital structure by redeeming existing preferred stock, fund incremental allowance for credit losses, and support the continued growth of the Bank to return it to profitability.
Pursuant to the terms of the Securities Purchase Agreement, Mr. Lehman is entitled to designate one individual to be appointed to the Company’s and the Bank’s boards of directors, subject to any required regulatory approvals, waivers, or non-objections. Mr. Lehman has also been granted gross-up rights to acquire from the Company any equity or equity-linked securities (with certain exceptions) offered by the Company in order to enable him to maintain his proportionate ownership interest in the Company as immediately prior to such issuance.
The Bank and Mr. Lehman will work together to identify specific work-out assets and develop and adopt a mutually agreeable asset resolution plan pursuant to which the Bank will accelerate its work-out strategy with respect to those identified assets.
Based in part upon the representations of the Purchasers in the Securities Purchase Agreement, the Private Placement is exempt from registration under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated under the Securities Act.
Shareholder Approvals
The Company will use its reasonable best efforts to hold a shareholder meeting in July 2026, to obtain shareholder approval of:
(i)an amendment to the Company’s articles of incorporation to increase the number of authorized shares of Common Stock to at least 100,000,000 shares (the “Articles Amendment Approval”); and
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(ii)the issuance of the Underlying Preferred Shares pursuant to applicable listing standards of the Nasdaq Stock Market LLC (the “Issuance Approval” and together with the Articles Amendment Approval, the “Stockholder Approvals”).
If either of the Stockholder Approvals are not obtained at the initial shareholder meeting called by the Company, then the Company will include proposals to approve such Stockholder Approvals at a meeting of its shareholders no less than once in each subsequent three-month period beginning on the date of such previous shareholder meeting until such approval is obtained. If the Company does not obtain the Stockholder Approvals by December 15, 2026, it will be obligated to pay an 11% cumulative dividend on the Preferred Shares.
The Company will further use its commercially reasonable efforts to cause all of the Underlying Preferred Shares to be approved for listing on The Nasdaq Stock Market LLC as promptly as possible.
In the event that the Company has obtained the Issuance Approval but the Company’s shareholders have not approved the Articles Amendment Approval, the Company will effect a “Partial Conversion” of the Series D Preferred Stock, whereby outstanding shares of Series D Preferred Stock will automatically convert into shares of Common Stock, but only to the extent of the total number of shares of Common Stock available for issuance by the Company pursuant to its then effective articles of incorporation (taking into consideration any shares previously reserved for issuance), allocated pro rata among the holders of the Series D Preferred Stock and the Series E Preferred Stock.
Indemnification
Subject to certain limitations, the Company will indemnify each Purchaser and certain related parties of each Purchaser against losses in connection with breaches of the Securities Purchase Agreement and the other documents contemplated therein by the Company or in connection with the transactions contemplated by the Securities Purchase Agreement. Subject to certain limitations, each Purchaser will indemnify the Company and its affiliates and certain related persons against losses in connection with breaches of the Securities Purchase Agreement and the other documents contemplated therein by such Purchaser.
Articles of Amendment
The information contained in Item 5.03 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 1.01.
Registration Rights Agreement
Simultaneous with entering into the Securities Purchase Agreement, the Company and the Purchasers entered into a Registration Rights Agreement (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, the Company will register for resale the Common Shares and the Underlying Preferred Shares (collectively, the “Registrable Securities”). The Company has agreed to file with the Securities and Exchange Commission (the “SEC”) a registration statement registering the Registrable Securities for resale by the Purchasers by the earliest of:
(i)30 days after the Stockholder Approvals;
(ii)30 days after the Partial Conversion; and
(iii)December 15, 2026.
The Company shall use its commercially reasonable efforts to cause such registration statement to be declared effective by the SEC and to keep such registration statement effective until the earlier of:
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(i)such time as all of the Registrable Securities covered by such registration statement have been publicly sold by the holders thereof; and
(ii)the date on which all Common Shares and Underlying Preferred Shares cease to be Registrable Securities.
If the Company fails to file the registration statement or have it declared effective by certain deadlines, if the registration statement ceases to remain effective, subject to specified grace periods, or if the Company fails to satisfy the current public information requirement of Rule 144(c)(1) under the Securities Act of 1933, as amended (the “Securities Act”), then the Company will pay monthly liquidated damages to the holders of Registrable Securities in an amount 1.0% of the aggregate purchase price paid by such Purchaser pursuant to the Securities Purchase Agreement for any unregistered Registrable Securities then held by such Holder, subject to certain caps and limitations. The Company will pay all fees and expenses incident to the Company’s performance of its obligations under the Registration Rights Agreement, excluding (with certain exceptions) any underwriting discounts, selling commissions, fees of underwriters, selling brokers, dealer managers or similar securities industry professionals and all legal fees and expenses of legal counsel for any holder of Registrable Securities. The Company and the Purchasers agreed to provide each other with certain indemnification and contribution rights.
Exchange Agreement
Simultaneous with entering into the Securities Purchase Agreement, the Company and Mr. Lehman entered into an Exchange Agreement, whereby the Company agreed under certain conditions to issue shares of Common Stock in exchange for Series E Shares held by Mr. Lehman. Each exchange is subject to the Stockholder Approvals and Mr. Lehman obtaining the necessary approvals and authorizations of, filings and registrations with, notifications to, or expiration or termination of any applicable waiting period under, the Change in Bank Control Act.
The representations, warranties, and covenants of the Company set forth in the Securities Purchase Agreement, Registration Rights Agreement, and the Exchange Agreement have been made only for purposes of, and were and are solely for the benefit of the parties thereto may be subject to limitations agreed upon by the contracting parties and standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly, the representations and warranties may not describe the actual state of affairs at the date they were made or at any other time, and investors should not rely on them as statements of fact. In addition, such representations and warranties, unless otherwise specified therein, were made only as of the date of the Securities Purchase Agreement, the Registration Rights Agreement, and the Exchange Agreement, and information concerning the subject matter of the representations and warranties may change after the date of the Securities Purchase Agreement, the Registration Rights Agreement, and the Exchange Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.
Placement Agency Agreement
Hovde Group, LLC (the “Placement Agent”) served as placement agent with respect to the Private Placement. The Company and the Placement Agent have entered into a Placement Agency Agreement, pursuant to which the Company has paid the Placement Agent a commission of 6% of the gross proceeds of the Private Placement, and has also agreed to reimburse certain expenses incurred by the Placement Agent in connection with the Private Placement. The Placement Agency Agreement contains other customary terms, including obligations of the Company to indemnify the Placement Agent in certain circumstances.
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Item 2.02. Results of Operations and Financial Condition
On April 30, 2026, BayFirst Financial Corp. (“Company”) issued a press release announcing its financial results for the first quarter of 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On April 28, 2026, the Bank appointed Alfred T. (“Al”) Rogers, Jr. to serve as its President, Chief Executive Officer, and Principal Executive Officer, and as a member of its board of directors. Subject to the non-objection of the Federal Reserve Bank of Atlanta, the Company intends to appoint Mr. Rogers to serve as its President and Chief Executive Officer, and as a member of its board of directors.
Mr. Rogers, age 61, and began his banking career at First Union National Bank. Upon completion of that bank’s training program, he served as a Commercial Banker in the Tampa, Lakeland, and Nashville markets from 1987 to 1997. In 1997, Mr. Rogers joined Manufacturers Bank of Florida in Tampa, where he served as Chief Executive Officer and a member of its board of directors. During this time, he was involved in all aspects of expanding the bank through organic growth as well as the acquisition of Partners Savings Bank of Tampa. In 2001, Mr. Rogers was instrumental in selling Manufacturers Bank of Florida to Colonial Bank and began serving Colonial Bank as President and Senior Lender of the Tampa Bay market. Mr. Rogers joined USAmeriBank in 2007 as its Executive Lending Officer. Under his leadership, that bank grew from its 2007 de novo status to the Tampa Bay area’s largest independent community bank, with assets of more than $4.6 billion. Upon the acquisition of USAmeriBank by Valley National Bank in January 2018, Mr. Rogers serves as Valley National Bank’s Executive Vice President and Chief Lending Officer for Florida and Alabama until August of 2022, when he retired from those positions.
Also effective on April 28, 2026, the Company, the Bank, and Mr. Rogers entered into an Employment Agreement. The Employment Agreement’s initial term will expire on May 1, 2029. On May 1, 2027, and each subsequent May 1st, the Employment Agreement shall automatically be extended for an additional one-year period unless any party provides notice of non-renewal. Mr. Rogers will receive a minimum annual salary of $450,000. He will also receive an automobile allowance, reimbursement for country club memberships, and a term life insurance policy. He is also eligible to participate in any of the Bank’s or the Company’s employee benefit plans and programs. He is also entitled to receive specific stock and cash incentive payments based on his and the Bank’s performance.
The Employment Agreement subjects Mr. Rogers to two-year, post-termination, non-competition and customer and employee non-solicitation obligations. Upon a “change in control,” Mr. Rogers will be entitled to receive a cash payment equal to 2.99 times his then current base salary and target bonus for that year.
On April 30, 2026, Thomas G. Zernick retired as Chief Executive Officer, principal executive officer, and a director of the Company. The Company has appointed its President, Robin L. Oliver, to serve as principal executive officer on an interim basis. This interim appointment will end when the Company receives the non-objection of the Federal Reserve Bank of Atlanta for Mr. Rogers to become an executive officer of the Company.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On April 28, 2026, the Company filed Articles of Amendment to its Articles of Incorporation with the Florida Division of Corporations creating and authorizing 4,000 shares of Series D Preferred Stock and 4,000 shares of Series E Preferred Stock.
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Mandatorily Convertible Cumulative Perpetual Preferred Stock, Series D
Holders of shares of Series D Preferred Stock are entitled to receive, when, as and if declared by the Board out of funds of the Company legally available therefor, pari passu with the shares of Series E Preferred Stock, cumulative dividends in arrears at the rate per annum of 11% per share, payable semi-annually on June 15 and December 15 of each year, commencing December 15, 2026. Dividends may be paid in cash or in kind through the issuance of additional shares of Series D Preferred Stock. To the extent that such dividends are not paid semi-annually, then such unpaid dividends will accrue and compound until paid. The holders of Series D Preferred Stock generally will not be entitled to receive any dividends on shares of Series D Preferred Stock converted to Common Stock on or prior to December 15, 2026.
The holders of shares of Series D Preferred Stock do not have any voting rights, except for certain protective matters such as amendments to the Company’s articles of incorporation that create any class or series of capital stock of the Company ranking senior to the Series D Preferred Stock.
Within five business days after the date on which: (i) both Stockholder Approvals have been received; and (ii) articles of amendment have been filed with the Florida Division of Corporations to increase the number of authorized shares of Common Stock to at least 100,000,000 shares (the “Conversion Date”), all outstanding shares of Series D Preferred Stock shall automatically convert into shares of Common Stock (the “Mandatory Conversion”) at the Conversion Rate. If, however, the Company has obtained the Issuance Approval but not the Articles Amendment Approval, then the outstanding shares of Series D Preferred Stock shall automatically convert within five business days after the Issuance Approval has been received (the “Partial Conversion Date”) into shares of Common Stock as described in the Mandatory Conversion, but only to the extent of the total number of shares of Common Stock available for issuance by the Company as of the Conversion Date (taking into consideration any shares reserved for issuance pursuant to the Company’s equity compensation plans or other contractual obligations as of such date), allocated pro rata among the holders of shares of the Preferred Stock (a “Partial Conversion”).
The Conversion Rate is subject to certain adjustments, providing for anti-dilutive price protection. Prior to conversion of the Series D Preferred Stock into Common Stock, no dividend or distribution shall be declared or paid upon any shares of Common Stock.
Shares of Series D Preferred Stock duly converted, or otherwise reacquired by the Company, will resume the status of authorized and unissued Preferred Stock, undesignated as to series and available for future issuance (provided that any such cancelled shares of Series D Preferred Stock may be reissued only as shares of any series of Preferred Stock other than Series D Preferred Stock).
The shares of Preferred Stock are senior to shares of Common Stock, such that in the event of any liquidation, dissolution or winding up of the Company’s affairs, each holder of shares of Series D Preferred Stock will be entitled to receive for each share of Series D Preferred Stock, out of the assets of the Company or proceeds thereof (whether capital or surplus) available for distribution to shareholders of the Company, subject to the rights of any creditors of the Company, before any distribution of such assets or proceeds is made to or set aside for the holders of Common Stock and any other junior stock of the Company, pari passu with the Series E Preferred Stock, payment in full in an amount equal to the sum of (i) the liquidation amount (which is initially $10,000.00 per share of Series D Preferred Stock) per share of Series D Preferred Stock and (ii) any declared and unpaid dividends on such share.
Mandatorily Convertible Cumulative Perpetual Preferred Stock, Series E
The terms of the Series E Preferred Stock are generally the same as the Series D Preferred Stock, except that the shares of Series E Preferred Stock are not convertible in the hands of the initial holder or any other holder that is not a “Permitted Transferee.” A “Permitted Transferee” is a transferee that is not
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affiliated with the initial holder and that obtained shares of Series E Preferred Stock through certain permitted transfers or from another transferee that is a Permitted Transferee.
The foregoing description of the Articles of Amendment does not purport to be complete and is qualified in their entirety by reference to the full text of the Articles of Amendment included as exhibits to the Securities Purchase Agreement, copies of which are filed as, or contained in, the exhibits hereto, and incorporated herein by reference.
Item 7.01. Regulation FD Disclosure
The Company has prepared presentation materials (the “Conference Call & Webcast Presentation”) that management intends to use during its previously announced first quarter 2026 conference call on Friday, May 1, 2026 at 9:00 am Eastern Time, and from time to time thereafter in presentations about the Company’s operations and performance. The Company may use the Conference Call & Webcast Presentation, possibly with modifications, in presentations to current and potential investors, analysts, lenders, business partners, acquisition candidates, customers, employees and others with an interest in the Company and its business.
A copy of the Conference Call & Webcast Presentation is furnished as Exhibit 99.2 to this report and incorporated herein by reference. The Conference Call & Webcast Presentation is also available on the Company's website at www.bayfirstfinancial.com. Materials on the Company’s website are not part of, or incorporated by reference into, this report.
Item 8.01 Other Events.
On April 30, 2026, the Company filed a registration statement on Form S-1 regarding the public offering of up to 4,108,072 shares of Common Stock at an offering price of $3.50 per share. The Company intends to exclusively market this offering to its shareholders of record on May 12, 2026.

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Item 9.01. Financial Statements and Exhibits.
  (d) Exhibits
Exhibit Number

Exhibit Name
Filed Herewith
1.1
Placement Agency Agreement dated April 28, 2026
*
3.1
Articles of Amendment to the Amended and Restated Articles of Incorporation - Mandatorily Convertible Cumulative Perpetual Preferred Stock, Series D (Exhibit I-1 to Exhibit 10.1)
*
3.2
Articles of Amendment to the Amended and Restated Articles of Incorporation - Mandatorily Convertible Cumulative Perpetual Preferred Stock, Series E (Exhibit I-2 to Exhibit 10.1)
*
10.1
Securities Purchase Agreement, dated April 28, 2026
*
10.2
Form of Registration Rights Agreement (Exhibit A to Exhibit 10.1)
*
10.3
Exchange Agreement (Exhibit J to Exhibit 10.1)
*
10.4
Employment Agreement with Alfred T. Rogers, Jr.
*
99.1
BayFirst Financial Corp. Press Release dated April 30, 2026
*
99.2
BayFirst Financial Corp. First Quarter 2026 Investor Presentation
*
99.3
BayFirst Financial Corp. Contains Information from the Private Investment in Public Equity Offering
*
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.
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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:4/30/2026
By:/s/ Scott J. McKim
Scott J. McKim
Chief Financial Officer

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picture1a.jpg
Contact:
Scott J. McKim
Chief Financial Officer
727.521.7085
BayFirst Financial Corp. Announces Substantial Capital Raise, Names Alfred Rogers as Bank Chief Executive Officer, and Reports First Quarter 2026 Results
ST. PETERSBURG, FL. — April 30, 2026 — BayFirst Financial Corp. (NASDAQ: BAFN) (“BayFirst” or “Company”), parent company of BayFirst National Bank (“Bank”) today reported the Company has raised $80 million of capital from investors in a private investment in public equity (“PIPE”) offering. The Company has issued shares of convertible preferred stock in the PIPE, which subject to shareholder and regulatory approvals, will convert to, or be exchanged for, approximately 22.9 million shares of common stock at an effective purchase price of $3.50 per share.
Additionally, the Company reported a net loss of $5.7 million, or $1.48 per common share and diluted common share, for the first quarter of 2026, compared to a net loss of $2.5 million, or $0.69 per common share and diluted common share, in the fourth quarter of 2025.
“Today we announce a substantial recapitalization of BayFirst Financial Corp. and BayFirst National Bank,” stated Anthony Saravanos, Chairman of the Board of Directors. “This successful capital raise reflects the trust our investors place in our institution and our long-term strategic direction. I am also pleased to announce that the Board has elected Alfred Rogers as Chief Executive Officer and President of the Bank, in place of Tom Zernick who is retiring. Al is a veteran banker who is well respected across the Tampa Bay market. He served as CEO of Manufacturers Bank of Florida and most recently as Executive Vice President and Chief Lending Officer of USAmeribank, which was acquired by Valley National Bank.
“The Board of Directors believe that Al’s experience and leadership, combined with this capital raise, will lead BayFirst back to profitability and growth as the premier financial institution of Tampa Bay.”
“I am excited to begin my next chapter with the Board and the Bank’s leadership at BayFirst,” said Rogers. “While progress has been made with our focus on Community Banking, much work lies ahead for us. Our terrific network of branches and dedicated people are the ideal foundation for BayFirst to become the community bank of choice in our market. I’ve been proud to have led several community banks in our area, with each serving and growing local businesses and retail customers. BayFirst has that same dedication to this community, and I’m looking forward to rolling up my sleeves with the team to accomplish great things right here in our backyard.”
Saravanos concluded, “the Board of Directors have made additional decisions, including the resumption of dividend payments to our preferred shareholders and will formally redeem the Series A preferred shares. Furthermore, the Board has appointed Kenneth R. Lehman as a member of the Boards.” Mr. Rogers' appointment to the Board of Directors of the Bank and as Chief Executive Officer have received all necessary regulatory approvals and became effective upon the completion of the capital raise. The appointments of Mr. Rogers as CEO and President of the Company, as well as a director, is contingent upon receipt of regulatory non-objections. Mr. Lehman's appointment to the Boards of Directors of the Company and the Bank are contingent upon receipt of regulatory non-objections.
First Quarter 2026 Performance Review
•Net interest margin was 3.42% in the first quarter of 2026, a decrease of 16 basis points from 3.58% in the fourth quarter of 2026 and a decrease of 35 basis points from 3.77% in the first quarter of 2025.

BayFirst Financial Corp. Reports First Quarter 2026 Results
April 30, 2026
Page 2

•Loans held for investment decreased by $33.5 million, or 3.5%, during the first quarter of 2026 to $930.4 million and decreased $154.4 million, or 14.2%, over the past year. The decrease from the prior year was partially the result of the sale of $97.4 million of government guaranteed loans to Banesco USA as part of the Bank’s discontinuance of SBA 7(a) lending.
•Deposits decreased $98.1 million, or 8.3%, during the first quarter of 2026 and decreased $42.4 million, or 3.8%, over the past year to $1.09 billion. The decrease in deposits during the quarter was primarily due to decreases in interest-bearing transaction account balances, savings and money market account balances, and time deposit balances, partially offset by an increase in noninterest-bearing account balances.
•Book value and tangible book value at March 31, 2026 were $15.74 per common share, a decrease from $17.22 at December 31, 2025.
Results of Operations
Net Loss
The Company had a net loss of $5.7 million for the first quarter of 2026, compared to a net loss of $2.5 million in the fourth quarter of 2025 and a net loss of $0.3 million in the first quarter of 2025. The change in the first quarter of 2026 from the preceding quarter was primarily the result of a decrease of $1.7 million in net interest income, an increase in provision for credit losses of $1.1 million, and an increase in noninterest expense of $3.0 million. This was partially offset by an increase in noninterest income of $1.0 million and a decrease in income tax benefit of $1.6 million. The change from the first quarter of 2025 was due to a decrease in net interest income of $1.6 million, a decrease in noninterest income of $7.9 million, partially offset by a decrease in provision for credit losses of $1.3 million, a decrease in noninterest expense of $0.9 million, and a decrease in income tax expenses of $1.8 million.
Net Interest Income and Net Interest Margin
Net interest income was $9.4 million in the first quarter of 2026, a decrease from $11.2 million during the fourth quarter of 2025, and a decrease from $11.0 million during the first quarter of 2025. The net interest margin was 3.42% in the first quarter of 2026, a decrease of 16 basis points from 3.58% in the fourth quarter of 2025 and a decrease of 35 basis points from 3.77% in the first quarter of 2025.
The decrease in net interest income during the first quarter of 2026, as compared to the fourth quarter of 2025, was mainly due to a decrease in loan interest income, including fees, of $3.4 million, partially offset by a decrease in interest expense of $1.8 million.
The decrease in net interest income during the first quarter of 2026, as compared to the year ago quarter, was mainly due to a decrease in loan interest income, including fees, of $3.8 million, partially offset by an increase in interest income on interest bearing deposits in banks and other of $0.6 million and a decrease in interest expense on deposits of $1.5 million.
Noninterest Income
Noninterest income was $0.9 million for the first quarter of 2026, compared to a negative $0.1 million in the fourth quarter of 2025 and $8.8 million in the first quarter of 2025. The change from the first quarter of 2026, as compared to the fourth quarter of 2025, was primarily the result an increase in government guaranteed loan fair value gains of $1.3 million. The decrease in the first quarter of 2026, as compared to the first quarter of 2025, was the result a decrease in gain on sale of government guaranteed loans of $7.4 million and a decrease in government guaranteed loan packaging fees of $0.7 million.
Noninterest Expense
Noninterest expense was $14.9 million in the first quarter of 2026 compared to $11.9 million in the fourth quarter of 2025 and $15.8 million in the first quarter of 2025. The increase in the first quarter of 2026, as compared to the prior quarter, was primarily due to an increase in loan servicing and origination expense of $2.7 million. The decrease in the first quarter of 2026, as compared to the first quarter of 2025, was primarily due to a decrease in compensation expense of $2.7 million and a decrease in data processing expenses of $0.6 million, partially offset by an increase in loan servicing and origination expense of $2.8 million.

BayFirst Financial Corp. Reports First Quarter 2026 Results
April 30, 2026
Page 3

Balance Sheet
Assets
Total assets decreased $104.3 million, or 8.0%, during the first quarter of 2026 to $1.20 billion, mainly due to a decrease in cash and cash equivalents of $72.5 million. and a decrease in loans held for investment of $33.5 million. Compared to the end of the first quarter last year, total assets decreased $96.0 million, or 7.4%, driven primarily by a decrease in loans held for investment of $154.4 million, partially offset by a decrease in cash and cash equivalents of $71.3 million.
Loans
Loans held for investment decreased $33.5 million, or 3.5%, during the first quarter of 2026 and $154.4 million, or 14.2%, over the past year to $930.4 million. The decrease from prior year was primarily due to loan payoffs and government guaranteed loan sales, which included the sale of the SBA 7(a) loans to Banesco USA as part of the Bank’s discontinuance of SBA 7(a) lending. This was partially offset by originations in both conventional community bank loans and government guaranteed loans.
Deposits
Deposits decreased $98.1 million, or 8.3%, during the first quarter of 2026 and decreased $42.4 million, or 3.8%, from the first quarter of 2025, ending March 31, 2026, at $1.09 billion. During the first quarter, there were decreases in interest-bearing transaction account balances of $77.4 million savings and money market account balances of $21.9 million, and time deposit balances of $14.6 million, partially offset by an increase in noninterest-bearing account balances of $15.7 million. The decrease in deposits during the quarter was primarily due to reductions in high-rate promotional deposits held with non-relationship customers and also a decrease in brokered deposits. During the first quarter, the Bank reduced cost of funds by 27 basis points. At March 31, 2026, approximately 83% of total deposits were insured by the FDIC. At March 31, 2026, December 31, 2025, and March 31, 2025, the Company had $183.9 million, $195.5 million, and $112.3 million, respectively, of brokered deposits.
Asset Quality
The Company recorded a provision for credit losses in the first quarter of $3.1 million, compared to provisions of $2.0 million for the fourth quarter of 2025 and $4.4 million during the first quarter of 2025.
The ratio of allowance for credit losses (ACL) on loans to total loans held for investment at amortized cost was 2.35% at March 31, 2026, 2.42% as of December 31, 2025, and 1.61% as of March 31, 2025. The ratio of ACL to total loans held for investment at amortized cost, excluding government guaranteed loan balances, was 2.53% at March 31, 2026, 2.58% as of December 31, 2025, and 1.84% as of March 31, 2025. The increase in the ACL ratios from the prior year was the result of increases in nonperforming loans and continued economic uncertainty.
Net charge-offs for the first quarter of 2026 were $4.4 million, which was a decrease from $4.6 million for the fourth quarter of 2025 and an increase from $3.3 million for the first quarter of 2025. Annualized net charge-offs as a percentage of average loans held for investment at amortized cost were 1.98% for the first quarter of 2026, compared to 1.94% in the fourth quarter of 2025 and 1.28% in the first quarter of 2025. Nonperforming assets were 2.00% of total assets as of March 31, 2026, compared to 2.04% as of December 31, 2025, and 2.08% as of March 31, 2025. Nonperforming assets, excluding government guaranteed loan balances, were 1.38% of total assets as of March 31, 2026, compared to 1.29% as of December 31, 2025, and 1.22% as of March 31, 2025.
Capital
The Bank’s Tier 1 leverage ratio was 6.54% as of March 31, 2026, compared to 6.52% as of December 31, 2025, and 8.56% as of March 31, 2025. The CET 1 and Tier 1 capital ratios to risk-weighted assets were 8.58% as of March 31, 2026, compared to 8.92% as of December 31, 2025, and 10.47% as of March 31, 2025. The total capital to risk-weighted assets ratio was 9.84% as of March 31, 2026, compared to 10.18% as of December 31, 2025, and 11.73% as of March 31, 2025. At March 31, 2026, the Bank did not meet all of its regulatory capital requirements to be well-capitalized but the consummation of the capital raise is intended to meet these capital requirements going forward.

BayFirst Financial Corp. Reports First Quarter 2026 Results
April 30, 2026
Page 4

Impact of Capital Raise
On a proforma basis, giving effect to a $42 million capital contribution from the Company to the Bank, it’s Tier 1 leverage ratio was 10.02% as of March 31, 2026. The CET 1 and Tier 1 capital ratios to risk-weighted assets were 13.13% as of March 31, 2026. The total capital to risk-weighted assets ratio was 14.40% as of March 31, 2026.
Liquidity
The Bank's overall liquidity position remains strong and stable with liquidity in excess of internal minimums as stated by policy and monitored by management and the Board. The on-balance sheet liquidity ratio at March 31, 2026 was 13.85%, as compared to 18.35% at December 31, 2025. The Bank has liquidity resources which include secured borrowings available from the Federal Home Loan Bank, the Federal Reserve, and lines of credit with other financial institutions. As of March 31, 2026 and December 31, 2025, the Bank had no borrowings from the FHLB, the FRB or other financial institutions.
Recent Events
Following the closing of the PIPE, the Company intends to identify certain criticized assets and develop an Asset Resolution Plan. The Asset Resolution Plan will provide a work-out strategy for identified assets for subsequent disposition, work-out, upgrade, or other resolution.
On April 30, 2026, the Company filed a registration statement on Form S-1 regarding the public offering of up to 4,108,072 shares of Common Stock at an offering price of $3.50 per share. The Company intends to exclusively market this offering to its shareholders of record on May 12, 2026.
Hovde Group, LLC is acting as sole placement agent for the PIPE. Igler and Pearlman, P.A. is serving as legal counsel to the Company, and Alston & Bird LLP, is serving as legal counsel to the placement agent.
Special Meeting of Shareholders
A special meeting of shareholders is scheduled for July 14, 2026 at 8:30 a.m. to approve an amendment to the Company’s articles of incorporation to increase the number of authorized shares to permit the conversion and exchange of the preferred stock issued in the PIPE and the conversion of such preferred stock into shares of common stock.
The Company intends to file a proxy statement with the SEC that will be sent to Company shareholders seeking their approval of the transactions described above. Shareholders are urged to read the proxy statement when it becomes available (and any other relevant documents filed with the SEC in connection with the transactions described herein) because such documents will contain important information regarding the Company, the transactions, certain investors in the transactions, and related matters.
Shareholders may obtain free copies of these documents, once they are filed, and other documents filed with the SEC by the Company through the website maintained by the SEC at http://www.sec.gov. Investors and security holders will also be able to obtain these documents, once they are filed, free of charge, by requesting them in writing from IR@BayFirstFinancial.com, or by telephone at (727) 440-6848. The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies from Company shareholders. Information about Company directors and executive officers and their ownership of Company common stock is set forth in the Company’ Form 10-K for the year ended December 31, 2025, as previously filed with the SEC on March 27, 2026.
Certain investments discussed above involve the sale of securities in private transactions that will not be registered under the Securities Act of 1933, as amended, and will be subject to the resale restrictions under that Act. Such securities may not be offered or sold absent registration or an applicable exemption from registration. This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Conference Call
BayFirst will host a conference call on Friday, May 1, 2026, at 9:00 a.m. ET to discuss its first quarter results. Interested parties may listen to the call live under the Investor Relations tab at www.bayfirstfinancial.com or are

BayFirst Financial Corp. Reports First Quarter 2026 Results
April 30, 2026
Page 5

invited to dial (800) 549-8228 to participate in the call using Conference ID 37957. A replay of the call will be available for one year at www.bayfirstfinancial.com.
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 twelve 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 March 31, 2026, BayFirst Financial Corp. had $1.20 billion in total assets.
Forward-Looking Statements
In addition to the historical information contained herein, this presentation 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 change, including their effects on the economic environment, our customers and our 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 and credit quality; 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; and other risks detailed from time to time in filings made by the Company with the SEC, including, but not limited to those “Risk Factors” described in our most recent Form 10-K and Form 10-Q. Readers should note that the forward-looking statements 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.

BayFirst Financial Corp. Reports First Quarter 2026 Results
April 30, 2026
Page 6

BAYFIRST FINANCIAL CORP.
SELECTED FINANCIAL DATA (Unaudited)

At or for the three months ended
(Dollars in thousands, except for share data)3/31/202612/31/20259/30/20256/30/20253/31/2025
Net loss$(5,680)$(2,463)$(18,902)$(1,237)$(335)
Balance sheet data:
Average loans held for investment at amortized cost887,756 939,281 1,060,520 1,047,568 1,027,648 
Average total assets1,219,748 1,334,912 1,345,553 1,324,455 1,287,618 
Average common shareholders’ equity70,373 73,470 92,734 95,049 96,053 
Government guaranteed loans held for sale— — 94,052 — — 
Total loans held for investment930,426 963,894 998,683 1,125,799 1,084,817 
Total loans held for investment, excl gov’t gtd loan balances855,363 893,765 923,390 972,942 943,979 
Allowance for credit losses20,632 21,996 24,485 17,041 16,513 
Total assets1,195,910 1,300,258 1,345,978 1,343,867 1,291,957 
Total deposits1,085,869 1,183,938 1,171,457 1,163,796 1,128,267 
Common shareholders’ equity64,660 70,747 73,677 92,172 94,034 
Share data:
Basic loss per common share$(1.48)$(0.69)$(4.66)$(0.39)$(0.17)
Diluted loss per common share(1.48)(0.69)(4.66)(0.39)(0.17)
Dividends per common share— — — 0.08 0.08 
Book value per common share15.74 17.22 17.90 22.30 22.77 
Tangible book value per common share (1)
15.74 17.22 17.90 22.30 22.77 
Performance ratios:
Return on average assets(2)
(1.86)%(0.74)%(5.62)%(0.37)%(0.10)%
Return on average common equity(2)
(34.47)%(15.51)%(83.19)%(6.83)%(3.00)%
Net interest margin(2)
3.42 %3.58 %3.61 %4.06 %3.77 %
Asset quality ratios:
Net charge-offs$4,393 $4,558 $3,294 $6,799 $3,301 
Net charge-offs/avg loans held for investment at amortized cost(2)
1.98 %1.94 %1.24 %2.60 %1.28 %
Nonperforming loans(3)
$21,453 $24,343 $24,687 $21,665 $24,806 
Nonperforming loans (excluding gov't gtd balance)(3)
$15,873 $16,271 $15,822 $14,187 $15,078 
Nonperforming loans/total loans held for investment(3)
2.44 %2.68 %2.63 %2.09 %2.42 %
Nonperforming loans (excl gov’t gtd balance)/total loans held for investment(3)
1.81 %1.79 %1.69 %1.37 %1.47 %
ACL/Total loans held for investment at amortized cost2.35 %2.42 %2.61 %1.65 %1.61 %
ACL/Total loans held for investment at amortized cost, excl government guaranteed loans 2.53 %2.58 %2.78 %1.85 %1.84 %
Other Data:
Full-time equivalent employees143144237300305
Banking center offices1212121212
(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


BayFirst Financial Corp. Reports First Quarter 2026 Results
April 30, 2026
Page 7

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. Our management uses these non-GAAP financial measures in its analysis of our performance, and we 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.
Tangible Common Shareholders' Equity and Tangible Book Value Per Common Share (Unaudited)
As of
(Dollars in thousands, except for share data)March 31, 2026December 31, 2025September 30, 2025June 30, 2025March 31, 2025
Total shareholders’ equity$81,867 $87,569 $89,728 $108,223 $110,085 
Less: Preferred stock liquidation preference(17,207)(16,822)(16,051)(16,051)(16,051)
Total equity available to common shareholders64,660 70,747 73,677 92,172 94,034 
Less: Goodwill— — — — — 
Tangible common shareholders' equity$64,660 $70,747 $73,677 $92,172 $94,034 
Common shares outstanding4,108,072 4,108,069 4,116,913 4,134,127 4,129,027 
Tangible book value per common share$15.74 $17.22 $17.90 $22.30 $22.77 


BayFirst Financial Corp. Reports First Quarter 2026 Results
April 30, 2026
Page 8

BAYFIRST FINANCIAL CORP.
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)3/31/202612/31/20253/31/2025
AssetsUnauditedUnaudited
Cash and due from banks$6,848 $5,123 $6,517 
Interest-bearing deposits in banks127,617 201,859 56,637 
Cash and cash equivalents134,465 206,982 63,154 
Time deposits in banks— — 2,025 
Investment securities available for sale, at fair value (amortized cost $31,267, $31,974, and $39,507 at March 31, 2026, December 31, 2025, and March 31, 2025, respectively)
28,531 29,363 36,318 
Investment securities held to maturity, at amortized cost, net of allowance for credit losses of $10, $7, and $12 (fair value: $2,378, $2,384, and $2,356 at March 31, 2026, December 31, 2025, and March 31, 2025, respectively)
2,490 2,493 2,488 
Nonmarketable equity securities
4,662 4,656 5,480 
Government guaranteed loans held for investment, at fair value
51,807 54,076 57,901 
Loans held for investment, at amortized cost878,619 909,818 1,026,916 
Allowance for credit losses on loans(20,632)(21,996)(16,513)
    Net Loans held for investment, at amortized cost857,987 887,822 1,010,403 
Accrued interest receivable7,683 8,421 9,153 
Premises and equipment, net30,690 31,188 32,769 
Loan servicing rights11,334 12,580 16,460 
Deferred income tax assets8,489 6,538 — 
Right-of-use operating lease assets14,171 14,504 15,484 
Bank owned life insurance27,457 27,264 26,696 
Other real estate owned400 400 132 
Other assets15,744 13,971 13,494 
Total assets$1,195,910 $1,300,258 $1,291,957 
Liabilities:
Noninterest-bearing deposit accounts$111,476 $95,731 $106,236 
Interest-bearing transaction accounts153,860 231,227 261,074 
Savings and money market deposit accounts432,781 454,639 467,766 
Time deposits387,752 402,341 293,191 
Total deposits1,085,869 1,183,938 1,128,267 
FHLB borrowings— — 20,000 
Subordinated debentures6,0995,9625,957
Notes payable1,479 1,593 1,820 
Accrued interest payable958 1,133 1,053 
Operating lease liabilities13,003 13,264 14,102 
Deferred income tax liabilities— — 648 
Accrued expenses and other liabilities6,635 6,799 10,025 
Total liabilities1,114,043 1,212,689 1,181,872 

BayFirst Financial Corp. Reports First Quarter 2026 Results
April 30, 2026
Page 9

BAYFIRST FINANCIAL CORP.
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)3/31/202612/31/20253/31/2025
Shareholders’ equity:UnauditedUnaudited
Preferred stock, Series A; no par value, 10,000 shares authorized, 6,395 shares issued and outstanding at March 31, 2026, December 31, 2025, and March 31, 2025; aggregate liquidation preference of $6,683 at December 31, 2025 and March 31, 2025, and $6,827 at March 31, 2026
6,161 6,161 6,161 
Preferred stock, Series B; no par value, 20,000 shares authorized, 3,210 shares issued and outstanding at March 31, 2026, December 31, 2025, and March 31, 2025; aggregate liquidation preference of $3,338 at December 31, 2025 and March 31, 2025 and $3,402 at March 31, 2026
3,123 3,123 3,123 
Preferred stock, Series C; no par value, 10,000 shares authorized, 6,446 shares issued and outstanding at March 31, 2026, December 31, 2025, and March 31, 2025; aggregate liquidation preference of $6,801 at December 31, 2025 and March 31, 2025 and $6,978 at March 31, 2026
6,446 6,446 6,446 
Common stock and additional paid-in capital; no par value, 15,000,000 shares authorized, 4,108,072, 4,108,609, and 4,129,027 shares issued and outstanding at March 31, 2026, December 31, 2025, and March 31, 2025, respectively
54,390 54,371 54,657 
Accumulated other comprehensive loss, net(2,054)(1,960)(2,378)
Unearned compensation(282)(335)(1,006)
Retained earnings14,083 19,763 43,082 
Total shareholders’ equity81,867 87,569 110,085 
Total liabilities and shareholders’ equity$1,195,910 $1,300,258 $1,291,957 

BayFirst Financial Corp. Reports First Quarter 2026 Results
April 30, 2026
Page 10

BAYFIRST FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
For the Quarter Ended
(Dollars in thousands, except per share data)3/31/202612/31/20253/31/2025
Interest income:
Loans, including fees$15,930 $19,326 $19,751 
Interest-bearing deposits in banks and other1,509 1,624 934 
Total interest income17,439 20,950 20,685 
Interest expense:
Deposits7,893 9,451 9,431 
Other97 341 255 
Total interest expense7,990 9,792 9,686 
Net interest income9,449 11,158 10,999 
Provision for credit losses3,078 2,007 4,400 
Net interest income after provision for credit losses6,371 9,151 6,599 
Noninterest income:
Loan servicing income, net770 788 736 
Gain (loss) on sale of government guaranteed loans, net(97)290 7,327 
Service charges and fees490 471 449 
Government guaranteed loans fair value loss, net(533)(1,880)(755)
Government guaranteed loan packaging fees— 95 716 
Gain on sale of premises and equipment13 — — 
Other noninterest income241 132 278 
Total noninterest income884 (104)8,751 
Noninterest Expense:
Salaries and benefits5,069 4,681 7,998 
Bonus, commissions, and incentives290 (8)71 
Occupancy and equipment1,368 1,330 1,634 
Data processing1,489 1,687 2,045 
Marketing and business development123 281 487 
Professional services1,164 1,083 732 
Loan servicing and origination expense
3,836 1,135 1,035 
Employee recruiting and development202 210 617 
Regulatory assessments578 694 339 
Restructure charges— 21 — 
Other noninterest expense767 755 855 
Total noninterest expense14,886 11,869 15,813 
Loss before taxes(7,631)(2,822)(463)
Income tax benefit(1,951)(359)(128)
Net loss(5,680)(2,463)(335)
Preferred dividends385 385 385 
Net loss attributable to common shareholders
$(6,065)$(2,848)$(720)
Basic loss per common share$(1.48)$(0.69)$(0.17)
Diluted loss per common share$(1.48)$(0.69)$(0.17)
    


BayFirst Financial Corp. Reports First Quarter 2026 Results
April 30, 2026
Page 11

Loan Composition
(Dollars in thousands)
3/31/202612/31/20259/30/20256/30/20253/31/2025
(Unaudited)
(Unaudited)
(Unaudited)
(Unaudited)
Real estate:
Residential
$359,305 $365,427 $364,020 $356,559 $339,886 
Commercial
216,643 215,771 231,039 292,923 296,351 
Construction and land
36,732 48,397 43,700 53,187 46,740 
Commercial and industrial
171,666 181,566 194,654 223,239 234,384 
Commercial and industrial - PPP
6 6 13 191 457 
Consumer and other
82,269 86,441 90,946 93,333 93,889 
Loans held for investment, at amortized cost, gross
866,621 897,608 924,372 1,019,432 1,011,707 
Deferred loan costs, net
15,559 16,371 17,096 21,118 20,521 
Discount on government guaranteed loans
(6,007)(6,811)(7,506)(8,780)(8,727)
Premium on loans purchased, net
2,446 2,650 2,941 3,342 3,415 
Loans held for investment, at amortized cost, net
878,619 909,818 936,903 1,035,112 1,026,916 
Government guaranteed loans held for investment, at fair value51,807 54,076 61,780 90,687 57,901 
Total loans held for investment, net
$930,426 $963,894 $998,683 $1,125,799 $1,084,817 
Nonperforming Assets (Unaudited)
(Dollars in thousands)3/31/202612/31/20259/30/20256/30/20253/31/2025
Nonperforming loans (government guaranteed balances), at amortized cost, gross
$5,580 $8,072 $8,865 $7,478 $9,728 
Nonperforming loans (unguaranteed balances), at amortized cost, gross
15,873 16,271 15,822 14,187 15,078 
Total nonperforming loans, at amortized cost, gross
21,453 24,343 24,687 21,665 24,806 
Nonperforming loans (government guaranteed balances), at fair value
208 83 — 502 507 
Nonperforming loans (unguaranteed balances), at fair value
1,230 1,453 1,385 1,430 1,419 
Total nonperforming loans, at fair value
1,438 1,536 1,385 1,932 1,926 
OREO
400 400 400 400 132 
Repossessed assets583 263 32 — 36 
Total nonperforming assets, gross
$23,874 $26,542 $26,504 $23,997 $26,900 
Nonperforming loans as a percentage of total loans held for investment(1)
2.44 %2.68 %2.63 %2.09 %2.42 %
Nonperforming loans (excluding government guaranteed balances) to total loans held for investment(1)
1.81 %1.79 %1.69 %1.37 %1.47 %
Nonperforming assets as a percentage of total assets
2.00 %2.04 %1.97 %1.79 %2.08 %
Nonperforming assets (excluding government guaranteed balances) to total assets
1.38 %1.29 %1.21 %1.12 %1.22 %
ACL to nonperforming loans(1)
96.17 %90.35 %99.18 %78.66 %66.57 %
ACL to nonperforming loans (excluding government guaranteed balances)(1)
129.98 %135.18 %154.75 %120.12 %109.52 %
(1) Excludes loans measured at fair value
Note: Transmitted on Globe Newswire on April 30, 2026, at 4:00 p.m. ET.

BayFirst Financial Corp. (NASDAQ:BAFN) 2026 – First Quarter Results (Unaudited)

 

In addition to the historical information contained herein, this presentation 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 change, including their effects on the economic environment, our customers and our 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 and credit quality; 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; and other risks detailed from time to time in filings made by the Company with the SEC, including, but not limited to those “Risk Factors” described in our most recent Form 10-K and Form 10-Q. Readers should note that the forward-looking statements 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. Cautionary Statement Concerning Forward-Looking Information 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 we do not undertake any obligation to update or revise any forward-looking statements to reflect changes in assumptions, the occurrence of unanticipated events, or otherwise.

 

3 ABOUT BAYFIRST FINANCIAL CORP. TAMPA BAY’S PREMIER COMMUNITY BANKING FRANCHISE IN THE TAMPA BAY- SARASOTA REGION(1) HOW WE RANK 3 ASSET SIZE BILLION TOTAL ASSETS (2)$1.20 ASSET GROWTH ASSET GROWTH SINCE DEC 31, 2020(2)30% (1) Deposit ranking of banks with assets less than $10B headquartered in the Tampa Bay-Sarasota region as of Dectember 31, 2025 from Uniform Bank Performance Reports (2) Financial data as of March 31, 2026 COST OF FUNDS BASIS POINT DECREASE IN COST OF FUNDS FOR THE QUARTER DEPOSITS $16 MILLION IN NONINTEREST-BEARING DEPOSIT GROWTH OVER THE QUARTER(2) COMMUNITY BANKING CONTINUED GROWTH IN TREASURY MANAGEMENT SERVICE FEE INCOME 27

 

4 ABOUT BAYFIRST FINANCIAL CORP. CURRENT BANKING CENTER LOCATION CONVENIENT AND ATTRACTIVE BANKING CENTER FRANCHISE IN TAMPA BAY-SARASOTA REGION Banking Center in Downtown Sarasota will be closing in May 2026

 

5 ATTRACTIVE LOAN COMPOSITION Composition of Loans Held for Investment as of March 31, 2026 23.8% 18.3% 20.7% 14.0% 9.6% 3.9% 0.8% 8.9% C&I Residential HELOC Owner-occupied nonfarm/nonresidential Other nonfarm/nonresidential C&D Multifamily residential and farmland Consumer & Other Loan Highlights • Loan portfolio is well-diversified across major loan types with a low concentration of non owner-occupied commercial real estate loans • Total loan production of $3 million during the quarter • Total loans decreased $154 million over the last twelve months primarily due to the exit of the SBA 7(a) lending business and the sale of $97 million of loan balances • There were a total of $213.6 million of SBA 7(a) loans as of 3/31/2026. Of which $159.4 million are unguaranteed

 

6 SOLID DEPOSIT COMPOSITION Deposit Portfolio Balance Composition as of March 31, 2026 • Total Deposits decreased $98 million for the quarter and $42 million over the last twelve months • Approximately 83% of deposits were insured as of March 31, 2026 • Short-term brokered deposits were $184 million as of March 31, 2026 • Grew number of checking accounts by 6% YTD Noninterest Bearing Transaction, 10.3% Interest Bearing Transaction, 14.2% Savings & Money Market, 39.9% Time Deposits, 35.7% Deposit Highlights

 

7 INVESTMENT SECURITIES AFS Investment Securities Portfolio as of March 31, 2026 (fair market value, in thousands) Investment Securities Portfolio Details • Minimal exposure to market value losses due to modest investment securities portfolio (2% of total assets) • Other Comprehensive Loss of $2.1 million reduced Tangible Book Value by $0.50 as of March 31, 2026 ◦ We intend and have the ability to hold the available for sale investment securities to maturity; no plan to sell ◦ No impact to regulatory capital ratios • $2.5 million of HTM investment securities, net of ACL of $10 thousand Asset-backed securities, $2,724 MBS: U.S . Government- sponsored enterprises, $4,759 CMO: U.S . Government- sponsored enterprises, $17,182 Corporate bonds, $3,865

 

8 QUARTERLY EARNINGS For the Three Months Ended ($000s) 3/31/2026 12/31/2025 Increase/ (Decrease) 3/31/2025 Increase/ (Decrease) Interest income $ 17,439 $ 20,950 $ (3,511) $ 20,685 $ (3,246) Interest expense 7,990 9,792 (1,802) 9,686 (1,696) Net interest income 9,449 11,158 (1,709) 10,999 (1,550) Provision for credit losses 3,078 2,007 1,071 4,400 (1,322) Noninterest income 884 (104) 988 8,751 (7,867) Noninterest expense 14,886 11,869 3,017 15,813 (927) Income tax benefit (1,951) (359) (1,592) (128) (1,823) Net loss (5,680) (2,463) (3,217) (335) (5,345) Preferred dividends 385 385 — 385 — Net loss attributable to common shareholders $ (6,065) $ (2,848) $ (3,217) $ (720) $ (5,345)

 

9 KEY METRICS As of and For the Three Months Ended 3/31/2026 12/31/2025 3/31/2025 Return on average assets(1) (1.86) % (0.74) % (0.10) % Return on average common equity(1) (34.47) % (15.51) % (3.00) % Tangible book value per common share $ 15.74 $ 17.22 $ 22.77 Diluted loss per common share $ (1.48) $ (0.69) $ (0.17) Total Capital (to risk-weighted assets)(2) 9.84 % 10.18 % 11.73 % Common Equity Tier 1 Capital (to risk-weighted assets)(2) 8.58 % 8.92 % 10.47 % Tier 1 Capital (to total assets)(2) 6.54 % 6.52 % 8.56 % Nonperforming loans (excl gov’t gtd balance)/total loans held for investment(3) 1.81 % 1.79 % 1.47 % ACL/Total loans held for investment at amortized cost 2.35 % 2.42 % 1.61 % (1) Annualized (2) Capital Ratios are at the Bank (3) Excludes loans measured at fair value

 

10 QTD INTEREST MARGIN 3.77% 4.06% 3.61% 3.58% 3.42% Q1 2025 Q2 2025 Q3 2025 Q4 2025 Q1 2026 0.0% 2.0% 4.0% 6.0% Net Interest Margin Loan Yield 7.37% 7.67% 7.20% 7.24% 6.83% Q1 2025 Q2 2025 Q3 2025 Q4 2025 Q1 2026 0.0% 2.5% 5.0% 7.5% 10.0% Cost of Funds Net Interest Margin ($ in millions) 3.76% 3.75% 3.71% 3.48% 3.21% Q1 2025 Q2 2025 Q3 2025 Q4 2025 Q1 2026 0.0% 1.0% 2.0% 3.0% 4.0% $11.0 $12.3 $11.3 $11.2 $9.4 Q1 2025 Q2 2025 Q3 2025 Q4 2025 Q1 2026 $0.0 $5.0 $10.0 $15.0

 

11 $94 $92 $74 $71 $65 Q1 2025 Q2 2025 Q3 2025 Q4 2025 Q1 2026 $20 $40 $60 $80 $100 $120 BALANCE SHEET COMPOSITION Total Assets ($M) Total Loans HFI ($M) Total Deposits ($M) Tangible Common Equity ($M) $1,292 $1,344 $1,346 $1,300 $1,196 Q1 2025 Q2 2025 Q3 2025 Q4 2025 Q1 2026 $0 $200 $400 $600 $800 $1,000 $1,200 $1,400 $1,085 $1,126 $999 $964 $930 Q1 2025 Q2 2025 Q3 2025 Q4 2025 Q1 2026 $0 $200 $400 $600 $800 $1,000 $1,200 $1,128 $1,164 $1,171 $1,184 $1,086 Q1 2025 Q2 2025 Q3 2025 Q4 2025 Q1 2026 $0 $200 $400 $600 $800 $1,000 $1,200 $1,400

 

12 TANGIBLE BOOK VALUE PER COMMON SHARE $22.77 $22.30 $17.90 $17.22 $15.74 $15.74 Tangible Book Value Per Common Share Q1 2025 Q2 2025 Q3 2025 Q4 2025 Q1 2026 Q1 2026 Proforma $10 $13 $15 $18 $20 $23 $25

 

13 COMMUNITY BANKING PERFORMANCE Q1 2026 Loan Production Summary: ▪ Loan production during the quarter was $2.4 million(1) ▪ Total Loans decreased by a net $33.5 million during the quarter Q1 2026 Deposit Summary: ▪ Deposit balances decreased $98.1 million during the quarter ▪ Deposit portfolio increased by 6.0% in number of accounts (to 21,970 accounts totaling $1.09 billion) YTD Treasury Management: • Continued growth in treasury management fee income Q1 2026 Highlights Banking Center & Deposits ($ in 000s) Total Deposits # Branch Year Opened 3/31/2026 3/31/2025 3/31/2024 1 St. Petersburg(2) 2017 $ 398,529 $ 323,725 $ 264,169 2 Seminole 1999 156,915 161,366 141,934 3 Pinellas Park 2005 111,941 101,238 96,545 4 Downtown Sarasota(3) 2018 87,312 172,827 169,521 5 Countryside 2018 53,663 60,199 61,041 6 West Tampa 2020 64,303 107,946 106,130 7 Belleair Bluffs 2021 51,287 52,268 39,934 8 West Bradenton 2022 60,159 54,093 56,281 9 Carrollwood 2023 36,589 42,508 44,161 10 Bee Ridge 2023 33,189 29,440 26,067 11 North Sarasota 2023 3,190 2,095 351 12 South Tamiami Trail 2024 28,776 20,562 1,181 Total Branches (12) $ 1,085,853 $ 1,128,267 $ 1,007,315 (1) Excludes government guaranteed loan production (2) St. Petersburg branch deposits include other deposits generated by Government Guaranteed Banking, Cash Management, Corporate Treasury, and Virtual (3) Downtown Sarasota banking center will be closing in May 2026

 

14 $29.0 $36.2 $15.8 $1.2 $0.6 $15.5 $6.4 $1.4 $5.6 $1.6 $0.5 $3.1 $8.2 $0.3 $0.1 $6.1 $5.0 $2.6 $0.7 $0.1 Real estate - residential (1) Real estate - commercial Commercial and industrial Consumer and other Q1 2025 Q2 2025 Q3 2025 Q4 2025 Q1 2026 $0 $5 $10 $15 $20 $25 $30 $35 $40 Community Banking New Loan Production Community Banking New Loan Production ($M) (1) Includes residential first mortgages, home equity lines of credit, and home equity closed loans

 

15 $645.3 $675.1 $698.0 $700.7 $661.8 $340.2 $355.9 $378.2 $380.9 $372.3 $189.0 $200.8 $202.9 $200.0 $179.8$30.7 $31.1 $28.5 $32.3 $29.8 $85.4 $87.2 $88.5 $87.4 $80.0 Real estate - residential (1) Real estate - commercial Commercial and industrial Consumer and other 3/31/2025 6/30/2025 9/30/2025 12/31/2025 3/31/2026 $200 $300 $400 $500 $600 $700 Community Banking Loan Balances Community Banking Loan Balances ($M) (1) Includes residential first mortgages, home equity lines of credit, and home equity closed loans

 

16 $44 $58 $98 $31 2023 2024 2025 YTD 2026 $— $20 $40 $60 $80 $100 $120 • With our treasury management platform operational, we are servicing small and medium sized businesses as well as large businesses through our two online platforms • The Bank expanded its treasury management staff to four with the addition of two new experienced associates in 2025 • The Bank has created products and services specifically for Associations TREASURY MANAGEMENT SERVICES Treasury Management Services Treasury Management Fee Income ($000s)

 

17 ASSET QUALITY 1.28% 2.60% 1.24% 1.94% 1.98% Q1 2025 Q2 2025 Q3 2025 Q4 2025 Q1 2026 0.0% 1.0% 2.0% 3.0% Net charge-offs/Total average loans HFI at amortized cost ACL/Total loans held for investment at amortized cost 1.61% 1.65% 2.61% 2.42% 2.35% 3/31/2025 6/30/2025 9/30/2025 12/31/2025 3/31/2026 0.0% 1.0% 2.0% 3.0% ACL to nonperforming loans(1)(2) Past due and Nonaccrual loans to Total loans HFI at amortized cost(1)(2) 109.52% 120.12% 154.75% 135.18% 129.98% 3/31/2025 6/30/2025 9/30/2025 12/31/2025 3/31/2026 0.0% 50.0% 100.0% 150.0% 200.0% 2.51% 2.30% 3.07% 3.48% 3.62% 3/31/2025 6/30/2025 9/30/2025 12/31/2025 3/31/2026 0.0% 1.0% 2.0% 3.0% 4.0% (1) Excludes government guaranteed balances (2) Excludes loans measured at fair value

 

18 APPENDIX

 

19 OWNERSHIP OVERVIEW Total Common Stock Ownership Mix Note: Ownership information based on most recently disclosed common shares outstanding of 4,108,072 as of 3/31/26 Source: S&P Capital IQ Pro Vanguard Group Inc., 4.17% First Manhattan Co., 3.11% Banc Funds Company LLC, 4.13% All Other Institutions, 4.72% Mark S. Berset, 6.97% All Other Directors/Executive Officers, 7.83% Public/Other, 69.07%

 

20 DEPOSITS IN TAMPA BAY-SARASOTA REGION Total Deposits (Total Assets <$10BN and HQ in Tampa Bay-Sarasota Region) Note: Deposit data as of September 30, 2025 Source: Uniform Bank Performance Reports Average Deposits Branches Deposits per Branch Rank Institution ($ millions) (No.) ($ millions) 1 Bank of Tampa $2,621 13 $202 2 Climate First 1,358 3 453 3 BayFirst National Bank 1,184 12 99 4 Flagship Bank 602 6 100 5 Waterfall Bank 303 1 303 6 TCM Bank NA 303 1 303 7 Central Bank 301 4 75 8 Gulfside Bank 274 2 137 9 Century Bank of Florida 91 1 91

 

21 LIQUIDITY SOURCES • Available Liquidity ◦ $134 million in cash and due from other banks ◦ $29 million in AFS investment securities • Off Balance Sheet Sources of Liquidity ◦ $188 million of unused, available borrowing capacity at the FHLB based on pledged loans ◦ $29 million available at the Federal Reserve Bank based on pledged loans • Contingent Sources ◦ Up to $55 million in brokered deposits (1) ◦ Up to $358 million in listing service deposits (1) (1) Based on Bank’s policy limits Data as of March 31, 2026

 

22 EXPERIENCED LEADERSHIP TEAM • Joined BayFirst as CFO in Q2 2018; Prior to joining BayFirst, Controller of Central Bank & Trust Co., a $2.5 billion privately held financial institution in Lexington, Kentucky, from May 2014 to June 2018 • Approximately 16 years with Crowe LLP as an auditor in the financial institution practice; served over 80 financial institution clients with assets ranging from $50 million to $4.5 billion throughout career, including several SEC registrants and FDICIA reporting institutions • B.S. in Accounting from the University of Kentucky • Joined BayFirst in Q2 2026. • Previous experience includes CEO of Manufacturers Bank of Florida, President and Senior Lender at Colonial Bank, Executive Lending Officer at USAmeriBank, and EVP and Chief Lending Officer of Valley National Bank • B.A. in Economics from Vanderbilt University Robin Oliver Alfred T, (“Al”) Rogers President, Chief Executive Officer & Director of BayFirst and the Bank Chief Operating Officer and Director of BayFirst and the Bank Scott J. McKim EVP, Chief Financial Officer of BayFirst and the Bank • Joined BayFirst in July 2023 • Previous experience includes Chief Strategy Officer of 121 Financial Credit Union, Chief Financial Officer and Chief Lending Officer of Publix Employees Federal Credit Union, and Director of Corporate Finance and Divisional CFO for Huntington Bancshares • B.S. in Accounting from Bowling Green State University and M.B.A from Max M. Fisher College of Business, The Ohio State University

 

23 EXPERIENCED LEADERSHIP TEAM • Joined BayFirst in Q4 2017; Prior to joining BayFirst, over fifteen years of Mortgage Banking administration experience as well as Human Resources experience supporting mid-size financial institutions • B.B.S from The University of Florida and M.B.A from The University of Tampa Brandi Jaber Susan Khayat EVP, Chief Administrative Officer EVP, Chief Credit Officer Nick Smith EVP, Chief Human Resources Officer • Prior to joining the BayFirst HR team in January 2021, Nick served in leadership roles in the finance, aerospace, and pulp and paper industries. • BA from Murray State University and his MBA from University of Southern Indiana • Prior to joining BayFirst in 2025, Ms. Khayat served as Chief Credit Officer at Fieldpoint Private Bank and assisted Price Waterhouse Coopers with compliance risk reviews while contracted with MBO Partners in Atlanta and has served as Chief Risk Officer and Chief Credit Officer at other community banks and worked many years as a bank regulator with the US Department of the Treasury • Ms. Khayat received her BBA in Finance from Mercer University • Prior to joining BayFirst in 2022, Mr. Curtis served as EVP, Chief Lending Officer at Freedom Bank. He has also held senior leadership positions with Seacoast Bank • Mr. Curtis received his degree from Florida State University and completed executive banking programs at the LSU Graduate School of Banking and University of Florida’s Florida School of Banking Adam Curtis EVP, Chief Lending Officer

 

Confidential Investor Presentation March 2026

 

BayFirst Financial Corp. (together with its subsidiaries, the “Company,” “BayFirst,” or “BAFN”) is offering its securities (collectively, the “Securities”) in a proposed private placement (the “Offering”). The Securities have not and will not be registered under the Securities Act of 1933, as amendment (the “Act”), or under any state securities laws nor has the Securities and Exchange Commission (the “Commission”) or any state regulatory authority endorsed the Offering. Any representation to the contrary is a criminal offense. Although BayFirst is expected to agree to file, within a certain period of time upon completion of the Offer, a registration statement with the Commission with respect to the Securities being offered, there can be no assurance that such registration statement will be declared effective by the Commission or that any investor will have the opportunity to sell its Securities pursuant thereto. In the Offering, the Securities will be offered only to Qualified Institutional Buyers (as defined in Rule 144A under the Act) and a limited number of institutional and individual “accredited investors” (as such term is defined in Regulation D under the Act) who are able to evaluate the merits and risks of the Offering, including illiquidity of the investment. In making an investment decision, investors must rely upon their own examination of the Company and the terms of the Offering, including the merits and risks involved. The acquisition of Securities, if offered, should be considered only by persons who can bear the economic risk of their investment for an indefinite period of time and can afford a total loss of their investment. Each prospective investor in the Offering should, prior to purchasing any Securities, consult its own attorney and business advisor as to the legal, business, tax and related matters concerning its investment and is urged to ask questions of, and receive answers from, the Company and Hovde concerning the terms and conditions of the Offering and request any additional information they may consider necessary in making an informed investment decision. This presentation does not constitute an offer to sell or a solicitation of an offer to sell any securities of any nature whatsoever, nor do the contents of the presentation constitute legal, tax, or business advice. This presentation is confidential and recipients of this presentation must keep this presentation and the Offering confidential. The recipient agrees not to disclose to any third party any information contained herein, or any terms, conditions or other facts with respect to the Offering, including, without limitation, that the Company is or may be contemplating the Offering. Information contained herein has been obtained form the Company and other sources believed to be reliable, but the accuracy or completeness of such information is not guaranteed by, and should be construed as a representation by, the Company or Hovde. Any representations and warranties will be contained only in a definitive agreement signed by the investor(s) and the Company. The Company is subject to informational requirements of the Securities Exchange Act of 1934, as amended, and files reports, proxy statements, and other information with the Commission. LEGAL DISCLAIMER

 

This confidential presentation includes certain financial measures that are not measures recognized under U.S. generally accepted accounting principles (“GAAP”) and therefore are considered non-GAAP financial measures. The Company’s management uses these non-GAAP financial measures in their analysis of the Company’s performance, financial condition and the efficiency of its operations. Management believes that these non-GAAP financial measures provide a greater understanding of the ongoing operations and enhance comparability of results with prior periods. The Company’s management also believes that investors find these non-GAAP financial measures useful as they assist investors in understanding the Company’s underlying operating performance and the analysis of ongoing operating trends. However, the non-GAAP financial measures discussed herein should not be considered in isolation or as a substitute for the most directly comparable or other financial measures calculated in accordance with GAAP. Moreover, the manner in which the Company calculates the non-GAAP financial measures discussed herein may differ from the reporting measures with similar names as used by other companies. You should understand how such other banking organizations calculate their non-GAAP financial measures with names similar to the non-GAAP financial measures discussed herein when comparing such information. USE OF NON-GAAP MEASURES

 

In addition to the historical information contained herein, this confidential presentation includes "forward-looking statements" as contemplated by the Private Securities Litigation Reform Act of 1995. Forward-looking statements are subject to many risks and uncertainties, including, but not limited to those associated with: the effects of political or electoral actions and decisions; economic or financial market events or conditions; interest rates; banking regulatory trends; law enforcement priorities; public health crises; military hostilities; demographic changes; weather or climate events and changes; tax policy and enforcement; economic development activities; or population migration trends. Such risks and uncertainties may have negative impacts on: the economic, political, and social environments; the Company’s current and prospective customers’ desire for loans or their ability to make loan payments as agreed; the Company’s current and prospective customers’ ability or desire to make or maintain deposits; the Company’s ability to effectively manage its liquidity and interest rate risks; the value of the collateral security the Company’s loans; the Company’s ability to implement its strategy and expand its banking operations and market shares. These and other risks are detailed from time to time in the Company’s SEC filings, including, but not limited to those “Risk Factors” described in our most recent Form10-K. Readers should note that the forward-looking statements included herein are not guarantees, warranties, or representations of future events, and that actual events, and their impact on the Company, 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," "transition,” “expect," “accelerate,” “explore,” “focus,” “going forward,” "intend," "estimate," "anticipate," “position,” “shift,” “assume,” "believe," “drive,” "continue," or similar terminology. Any forward-looking statements presented herein are made only as of the date of this document, and we do not undertake any obligation to update or revise any forward-looking statements to reflect changes in assumptions, the occurrence of unanticipated events, or otherwise. CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION

 

1 PRO FORMA CAPITAL RAISE OVERVIEW (1) Post capital raise, the Company intends to redeem the following Series of Preferred Stock at their respective liquidation preferences (which includes ~$1.16mm of dividends (2) in arrears): • 9% Series A Cumulative Nonconvertible Preferred Stock • 8% Series B Cumulative Convertible (1) Preferred Stock • 11% Series C Cumulative Convertible (1) Preferred Stock (2) Assumes an $80mm common equity raise (post-conversion) is completed at $3.50 per share, net of a 6.00% placement fee. (3) Includes $300K lease cancellation charge for closing of the downtown Sarasota branch, $700K charge for cancellation of two legacy SBA system contracts, and $650K for legal and other expenses related to this capital raise transaction. (4) Reflects the credit marks (3) under the respective “Baseline” and “S4” scenarios as provided by Gateway Asset Management who was engaged by the Company to perform a review of the loan portfolio. These credit marks are based on projected economic losses under different economic scenarios and do not conform to CECL methodology; the actual loan loss provision recorded under GAAP will vary. (5) Provision expense recorded in Q1 is credited against the Gateway mark above to avoid double counting the projected losses. (6) Based on the federal corporate income tax rate of 21.0% and the Florida corporate income tax rate of 5.50%. The Company’s tax accountant has been engaged to perform a Section 382(g) analysis to confirm this DTA can be retained. (7) Pro forma share count excludes a new performance-based restricted stock plan to be established for new and existing management equal to 7% of pro forma shares. (1) The Series B and Series C Preferred Stock are convertible into common shares at a ratio of liquidation value to tangible book value per share at the option of the shareholder. Series A and B are currently callable, and Series C becomes callable after 9/30/2026. (2) In July 2025, the Company’s board approved the temporary suspension of its quarterly cash dividend starting with the October 2025 dividend. (3) Incremental credit marks consist of $29.5mm (Baseline) and $50.3mm (S4) of additional allowance on balances carried at net carrying value plus a $6.5mm fair value mark on balances carried at fair value, less estimated recoveries of $5.9mm. ($ in thousands, except per share values) Baseline Credit Mark Capital Raise - Price per Share $ 3.50 $ 3.50 Series A Preferred Equity 6,827 (6,827) (1) - - Series B Convertible Preferred Equity 3,403 (3,403) (1) - - Series C Convertible Preferred Equity 6,978 (6,978) (1) - - Common Equity 64,660 75,200 (2) 139,860 139,860 Total Equity 81,867 139,860 139,860 Restructuring Charges - (1,650) (3) (1,650) (3) Incremental Credit Mark - (30,087) (4) (50,908) (4) Provision Expense Recorded in Q1'26 - 3,078 (5) 3,078 (5) Deferred Tax Asset on Charges Above - 7,263 (6) 12,541 (6) Tangible Common Equity 64,660 118,465 102,920 Total Shares Outstanding (000's) 4,108.072 4,108.072 4,108.072 Number of Shares Issued in Raise (000's) - 22,857.143 (7) 22,857.143 (7) Pro Forma Shares Outstanding (000's) 4,108.072 26,965.215 (7) 26,965.215 (7) 4.9% Investment -- $ 4,625 $ 4,625 Number of Shares (000's) -- 1,321.295 1,321.295 9.9% Investment -- $ 9,343 $ 9,343 Number of Shares (000's) -- 2,669.556 2,669.556 24.9% Investment -- $ 23,500 $ 23,500 Number of Shares (000's) -- 6,714.338 6,714.338 Key Metrics & Ratios Tangible Book Value per Share $ 15.74 $ 4.39 $ 3.82 Offer Price / Tangible Book Value per Share 22.2% 79.7% 91.7% Current Shareholders Ownership 100.0% 15.2% 15.2% New Shareholders Ownership 0.0% 84.8% 84.8% Company Actual 3/31/2026 $80.0 Million Capital Raise + Redemptions Pro Forma Company 3/31/2026 S4 Scenario Credit Mark

 

12 Gross Loans 12/31/2025 Non-Government Lending Construction & Land Dev. 33,737 1-4 Family Loans 365,362 Multifamily Loans 4,214 CRE: Owner-Occupied 77,231 CRE: Non Owner-Occupied 60,420 Commercial & Industrial 32,777 Consumer & Other Loans 86,172 Core Bank 659,913 Government Lending Guaranteed Unguaranteed Total Guaranteed Unguaranteed Total Bolt - SBA 7(a) 89,684 2,664 65,530 68,194 1,030 20,460 21,490 Flashcap - SBA 7(a) 38,753 3,876 31,305 35,182 1,194 2,377 3,571 Core - SBA 7(a) 90,040 27,057 36,651 63,708 12,556 13,777 26,333 Core - SBA 504 Senior Notes 17,364 - 17,364 17,364 - - - Core - SBA 504 Debenture 4,341 - 4,341 4,341 - - - Core - USDA 16,843 4,195 5,448 9,644 - 7,200 7,200 Purchased - SBA 7(a) 11,997 11,997 - 11,997 - - - Purchased - 504 2,985 - 2,985 2,985 - - - Purchased - USDA 19,763 15,807 3,957 19,763 - - - Gov't Lending 291,771 65,596 167,581 233,177 14,780 43,814 58,592 Gross Loans 951,684 Deferred Loan Costs, net 16,371 Total Unguaranteed: 211,395 Discount on Gov't Guaranteed Loans, net (6,811) Total Guaranteed: 80,376 Premium on Loans Purchased, net, net 2,650 Gov't Lending 291,771 Gross Loans (reported) 963,894 Balance Carried at Amortized Cost Balance Carried at Fair Value LOAN PORTFOLIO COMPOSITION Note: Data as of December 31, 2025 Source: Company documents • The Non-GGL loan portfolio of ~$660mm includes ~$97mm of legacy mortgages originated when the Bank had a nationwide mortgage program and ~$3mm of purchased consumer loans. • Net of the nationwide mortgage and purchased consumer loans, the “Core Bank” portfolio as of 12/31/2025 is ~$560mm and has strong historical credit performance. • Pursuant to the loan sale agreement with Banesco, the Company is prohibited from selling more than ~$70mm of the remaining SBA 7(a) loan balances until April 2027 (unless servicing rights are retained). • ~$211mm of the remaining GGL loans are unguaranteed. This includes ~$120mm of Bolt and Flashcap loans, ~$23mm of which are marked to fair value by the Company and ~$97mm of which are carried at amortized cost and have an allocated loan loss reserve of ~11.0%.

 

Source: View Original Filing on SEC EDGAR

FAQ

What capital transactions did BayFirst Financial Corp. (BAFN) announce in this filing?

BayFirst completed an $80 million private investment in public equity using mandatorily convertible preferred stock and filed an S-1 for a public offering of up to 4,108,072 common shares at $3.50 per share, aimed primarily at existing shareholders.

How will the BayFirst capital raise affect its regulatory capital ratios?

BayFirst plans to contribute $42 million of PIPE proceeds to BayFirst National Bank. On a pro forma basis, the Bank’s Tier 1 leverage ratio improves from 6.54% to 10.02%, and CET1 to 13.13% as of March 31, 2026, significantly strengthening capital.

What were BayFirst Financial Corp.’s key financial results for Q1 2026?

For Q1 2026, BayFirst reported a net loss of $5.7 million, or $1.48 per diluted share. Net interest income was $9.4 million, noninterest income $0.9 million, and noninterest expense $14.9 million, with net interest margin at 3.42%.

How did BayFirst’s loans and deposits change during the first quarter of 2026?

Loans held for investment decreased by $33.5 million (3.5%) to $930.4 million, reflecting loan payoffs and government-guaranteed loan sales. Deposits fell $98.1 million (8.3%) to $1.09 billion, mainly from reductions in higher-cost transactional, savings, and time deposits.

What leadership changes were announced by BayFirst Financial Corp.?

BayFirst’s bank subsidiary appointed Alfred T. Rogers Jr. as President, Chief Executive Officer, and director. The company plans to name him President, CEO, and director at the holding company after regulatory non-objection, following the retirement of former CEO Thomas G. Zernick.

What happens if BayFirst does not obtain required shareholder approvals by December 15, 2026?

If BayFirst fails to secure the necessary shareholder approvals by December 15, 2026, the company must pay an 11% cumulative dividend on the new preferred shares, increasing its dividend burden until approvals are ultimately obtained.

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