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BayFirst Financial Corp. 8-K Filings

BAFN NASDAQ

Every 8-K that BayFirst Financial Corp. (BAFN) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow BAFN and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full BAFN filings page.

Rhea-AI Summary

BayFirst Financial Corp. (BAFN), parent company of BayFirst National Bank, announced it will report third-quarter 2026 results after the market close on October 29, 2026. Management will discuss the results on a conference call on October 30, 2026, at 9:00 a.m. ET, with a live webcast and a replay available for one year.

Rhea-AI Summary

BayFirst Financial Corp. and BayFirst National Bank entered revised employment agreements with Executive Vice President and Chief Operating Officer Robin L. Oliver and Executive Vice President, Chief Financial Officer, and principal financial officer Scott J. McKim on September 24, 2026. Each agreement has an initial term expiring August 1, 2029, and automatically extends for one year on August 1 of each subsequent year unless a party gives notice of non-renewal.

Oliver’s minimum annual salary is $350,000; McKim’s is $325,000. Both are eligible for company or bank benefit plans and for stock grants and cash incentives based on continued employment and their performance and the Bank’s performance. The agreements also impose two-year post-termination customer and employee non-solicitation obligations. Upon certain termination events, including a change in control, each executive is entitled to a cash payment equal to 200% of then-current base salary and average cash bonus for the preceding two years.

Rhea-AI Summary

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

Rhea-AI Summary

BayFirst Financial Corp. (BAFN) announced the commencement of a previously announced rights offering to its shareholders. The SEC issued a Notice of Effectiveness for BayFirst’s Form S-1 on August 31, 2026, and, pursuant to the final prospectus, the company is offering shareholders of record as of May 12, 2026 up to 4,108,072 shares of common stock at $3.50 per share through subscription rights. The rights prospectus and rights card are being sent to eligible shareholders, and Regan & Associates, Inc. has been engaged as information agent for the offering. As of June 30, 2026, BayFirst Financial Corp. had $1.13 billion in total assets.

Rhea-AI Summary

BayFirst Financial Corp. (BAFN) reported that Director Anthony Leo resigned from the Boards of Directors of BayFirst Financial Corp. and its wholly owned subsidiary BayFirst National Bank, effective August 26, 2026. The company notes that Mr. Leo had previously served as Chief Executive Officer of both the Company and the Bank.

Rhea-AI Summary

BayFirst Financial Corp. (BAFN) reported that it hosted a conference call on August 14, 2026 to discuss its financial results for the quarter ended June 30, 2026. The company has provided a full transcript of this second-quarter 2026 call as Exhibit 99.1, and an archived audio version is available in the Investor Relations section of its website at www.bayfirstfinancial.com. The company states that this information, including the exhibits, is being furnished under Regulation FD and is not deemed filed for liability purposes under the Exchange Act or incorporated into Securities Act or Exchange Act filings unless specifically referenced.

Rhea-AI Summary

BayFirst Financial Corp. reported a second-quarter 2026 net loss of $32.7 million (loss of $8.05 per share), much wider than the first-quarter loss of $5.9 million, driven largely by $41.5 million of expenses tied to an asset resolution plan focused on its government-guaranteed and unguaranteed SBA 7(a) portfolios. Noninterest income turned to a negative $6.8 million, and tangible book value per share fell sharply to $4.82 from $14.22 at March 31, 2026.

Total loans held for investment declined to $882.8 million and deposits to $988.9 million, reflecting the exit from SBA 7(a) lending and deliberate runoff of high-rate and brokered deposits. Asset quality metrics were reset with a much higher allowance for credit losses of 5.37% of loans and nonperforming assets at 1.75% of total assets. Despite losses, the Bank’s capital ratios strengthened following an $80 million capital raise and preferred issuances; the Tier 1 leverage ratio improved to 8.30%, and CET1 to 11.47%, with management stating the Bank remains well capitalized and liquid, and pursuing a community-banking-focused strategy with a new South Tampa branch planned.

Rhea-AI Summary

BayFirst Financial Corp., parent of BayFirst National Bank, states it is rescheduling release of its second quarter 2026 results to after the market close on August 13, 2026, with a conference call on August 14, 2026 at 9:00 a.m. ET.

Management links the schedule change to work on an asset resolution plan and accounting restatements. Previously issued consolidated financial statements as of and for the years ended December 31, 2024 and December 31, 2025, and for the quarter ended March 31, 2026, will be restated and should no longer be relied on, and amendments to the 2025 Form 10-K and first quarter 2026 Form 10-Q are expected by August 12, 2026.

BayFirst describes itself as a registered bank holding company with $1.20 billion in total assets as of March 31, 2026 and eleven full-service offices in the Tampa Bay–Sarasota region, offering commercial and consumer banking services.

Rhea-AI Summary

BayFirst Financial Corp. reported a change in control following a July 14, 2026 special shareholders meeting. After shareholders approved the issuance of common stock upon conversion or exchange of recently issued Series D and Series E preferred stock, the company exchanged 4,000 shares of Series E Mandatorily Convertible Cumulative Perpetual Preferred Stock held by Kenneth R. Lehman for 11,428,000 shares of common stock. These shares represent 42.38% of BayFirst’s outstanding common shares as of that date. Under a stock purchase agreement, Mr. Lehman may designate one director for the company and its bank, and he has indicated his intent to serve on both boards.

Shareholders also approved an amendment to the Articles of Incorporation increasing authorized common stock from 15,000,000 to 100,000,000 shares. For the special meeting, 4,106,905 common shares were outstanding as of the record date, and 3,324,053 shares were present in person or by proxy, representing 80.9% of eligible shares. Proposal 1, relating to issuing common upon conversion or exchange of Series D and Series E preferred stock, received 2,401,615 votes for, 910,047 abstentions and broker non-votes, and 12,391 votes withheld. Proposal 2, to increase authorized common shares, received 3,239,088 votes for, 67,417 abstentions and broker non-votes, and 17,548 votes withheld; no adjournment was needed.

Rhea-AI Summary

BayFirst Financial Corp. completed and quantified an asset resolution plan tied to an April 28, 2026 stock purchase agreement. The plan identifies specific loans in its government guaranteed portfolio and revises expected collections on over 7,000 unguaranteed SBA 7(a) small balance loans, resulting in $37.0 million of loan adjustments affecting assets measured under ASC 326 and ASC 825. The Company will also record a $1.5 million impairment on a non-marketable equity investment and a $1.6 million write-down of unamortized premiums on purchased fully guaranteed USDA loans, all to be recognized in second-quarter 2026 results, which are scheduled for release on July 30, 2026.

Management’s review additionally found $2.8 million of deferred origination costs and $2.1 million of accrued interest tied to defaulted or non-accrual loans, creating a material understatement of provision expense and overstatement of net interest income in 2024, 2025 and first-quarter 2026. As a result, BayFirst will restate its financial statements for 2024, 2025 and the quarter ended March 31, 2026; prior financial statements, related audit reports and communications for these periods should no longer be relied upon. Restated results include 2024 net income of $11.4 million (from $12.6 million), a 2025 net loss of $24.2 million (from $22.9 million) and a first-quarter 2026 net loss of $5.9 million (from $5.7 million). The Company expects to file amended 2025 Form 10-K and first-quarter 2026 Form 10-Q by August 12, 2026, is analyzing recovery of incentive-based compensation, and is evaluating potential material weaknesses in internal control over financial reporting. As of March 31, 2026, BayFirst held $1.20 billion in total assets, and the Chief Executive Officer stated that the Bank remains well capitalized.

Rhea-AI Summary

BayFirst Financial Corp. announced plans to release its second quarter 2026 results after the market close on July 30, 2026. Management will discuss the results on a conference call and live webcast on July 31, 2026, at 9:00 a.m. ET, accessible via the company’s investor relations website.

BayFirst is a bank holding company based in St. Petersburg, Florida, whose primary income comes from its wholly owned subsidiary, BayFirst National Bank. The bank operates eleven full-service offices in the Tampa Bay–Sarasota region and reported $1.20 billion in total assets as of March 31, 2026.

Rhea-AI Summary

BayFirst Financial Corp. reports that the Federal Reserve Bank of Atlanta has issued its non-objection to appoint Alfred ("Al") T. Rogers, Jr. as President, Chief Executive Officer, principal executive officer, and board member. Rogers had already assumed these roles, and the filing highlights his long banking career and prior leadership at several regional banks.

Rhea-AI Summary

BayFirst Financial Corp. used its first quarter 2026 call to outline a major recapitalization and leadership shift while reporting another quarterly loss. The company raised $80 million in a PIPE by issuing convertible preferred stock that is expected, subject to shareholder and regulatory approvals, to convert into about 22.9 million common shares at an effective price of $3.50. Existing shareholders will be offered a rights offering, and a special shareholder meeting is planned for July 14.

BayFirst reported a first quarter net loss of $5.7 million, wider than the prior quarter’s $2.8 million loss. Loans held for investment fell to $930.4 million and deposits to $1.09 billion, with management exiting high-rate and brokered funding. The bank’s Tier 1 leverage ratio was 6.54% and total capital to risk‑weighted assets 9.84% at March 31, 2026, improving on a pro forma basis after capital contributions.

Credit costs remain elevated, driven by the legacy unguaranteed SBA 7(a) portfolio. Net charge‑offs were $4.4 million, of which $3.4 million came from unguaranteed SBA 7(a) loans, and the allowance for credit losses on loans stood at 2.35% of total loans. Management plans to use the new capital to support core community banking growth in the Tampa Bay and Sarasota markets, resume preferred dividends, redeem Series A preferred shares, and work down problem SBA exposures under new bank CEO Alfred Rogers.

Rhea-AI 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.

Rhea-AI Summary

BayFirst Financial Corp. announced it will release its first quarter 2026 results after the market close on April 30, 2026. Management will host a conference call and webcast on May 1, 2026 at 9:00 a.m. ET for investors and analysts.

The call will be accessible via the Investor Relations section of the company’s website, with investment professionals able to join by phone using Conference ID 37957. A replay of the call will be available for one year online. As of December 31, 2025, BayFirst reported $1.30 billion in total assets and operates twelve full-service banking offices in the Tampa Bay–Sarasota region through BayFirst National Bank.

Rhea-AI Summary

BayFirst Financial Corp. reported an executive change tied to a company-wide reduction. The company has eliminated the position of Chief Accounting Officer, and effective February 13, 2026, Rhonda S. Tudor no longer serves as principal accounting officer or employee.

Executive Vice President and Chief Financial Officer Scott J. McKim will assume the additional role of principal accounting officer after Ms. Tudor’s departure. The company points to Mr. McKim’s background and experience as previously described in its definitive proxy statement filed on April 4, 2025.

Rhea-AI Summary

BayFirst Financial Corp. furnished an update related to its recent financial communications. The company hosted a conference call on January 29, 2026 to discuss its financial results for the quarter ended December 31, 2025, and is providing the full conference call transcript as an exhibit to this report.

The transcript is included as Exhibit 99.1, and an archived audio version of the call is available in the Investor Relations section of the company’s website. The information in this report and its exhibits is being furnished under Regulation FD and is not deemed filed for liability purposes under the federal securities laws.

Rhea-AI Summary

BayFirst Financial Corp. filed a current report noting that it issued a press release on January 29, 2026 announcing its financial results for the fourth quarter of 2025, which is furnished as Exhibit 99.1. The company also prepared a fourth quarter 2025 Conference Call & Webcast Presentation, furnished as Exhibit 99.2, to be used on a previously announced conference call scheduled for January 30, 2026 at 9:00 a.m. Eastern Time and in future investor communications. The information, including the exhibits, is being furnished rather than filed and is not automatically incorporated into other SEC documents.

Rhea-AI Summary

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

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

Rhea-AI Summary

BayFirst Financial Corp. reported that it has closed the sale of $94.6 million of SBA 7(a) loans to Banesco USA, effective December 12, 2025. As part of this transaction, BayFirst exited the SBA 7(a) lending business early in the fourth quarter of 2025.

Banesco USA will assume servicing of BayFirst’s remaining SBA 7(a) loans, meaning Banesco will handle ongoing payments and administration for those loans going forward. BayFirst disclosed this change in a public announcement dated December 15, 2025.

Rhea-AI Summary

BayFirst Financial Corp. filed an 8-K stating it hosted a conference call to discuss financial results for the quarter ended September 30, 2025. The company furnished the full conference call transcript as Exhibit 99.1, and an archived audio is available in the Investor Relations section of its website.

The information was provided under Item 7.01 (Regulation FD) and is deemed furnished, not filed, under the Exchange Act.

Rhea-AI Summary

BayFirst Financial Corp. disclosed a third‑party cybersecurity incident affecting its bank subsidiary. A marketing services provider notified BayFirst on August 14, 2025 of an issue and confirmed on October 28, 2025 that some customer data was exposed. The provider investigated, involved cybersecurity experts, and notified law enforcement. Based on current information, unauthorized access included names, dates of birth, and Social Security/tax ID numbers of some customers, and there is no evidence to date of misuse. Impacted customers will be notified directly. The company stated it cannot quantify any material impact at this time.

BayFirst also furnished its third quarter 2025 earnings press release and an investor presentation as exhibits, and noted the materials are available on its website.

Rhea-AI Summary

BayFirst Financial Corp., parent of BayFirst National Bank, announced it will release its third quarter 2025 results after the market close on Thursday, October 30, 2025. Management will hold a conference call on Friday, October 31, 2025 at 9:00 a.m. ET to discuss the results, with a live audio webcast available under the Investor Relations tab at the company’s website.

Investment professionals can participate in the call by dialing (800) 549-8228 and using Conference ID 85147, and a replay will be accessible on the website for one year. The company furnished a related press release as an exhibit.

Rhea-AI Summary

BayFirst Financial Corp. agreed to sell approximately $103 million of SBA 7(a) loan balances to Banesco USA at ninety-seven percent of the aggregate unpaid principal balance, plus the book value of related loan servicing rights. BayFirst will exit the SBA 7(a) lending business, and most SBA lending and support staff are expected to be offered positions at Banesco. The transaction is expected to close in the fourth quarter of this year.