BayFirst (BAFN) CEO details Series D preferred stock and planned conversion

Rhea-AI Filing Summary

BayFirst Financial Corp. CEO and President Alfred Tate Rogers Jr. filed an initial ownership report showing indirect holdings of Series D Preferred Stock through several entities, each convertible into common stock. The filing also notes that he personally owns 400 shares of Series D Preferred Stock.

All outstanding Series D Preferred Stock will automatically convert into common shares after shareholder approval and required filings. A shareholder meeting is scheduled for July 14, 2026 to vote on this conversion; if approved, conversion will occur on that date.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Rogers Alfred Tate Jr

Role CEO & President

Type	Security	Shares	Price	Value
holding	Series D Preferred Stock	--	--	--
holding	Series D Preferred Stock	--	--	--
holding	Series D Preferred Stock	--	--	--
holding	Series D Preferred Stock	--	--	--

Holdings After Transaction: Series D Preferred Stock — 691,394 shares (Indirect, ATRJR ROTH, LLC)

Footnotes (1)

1. The Company is obligated to continue to pursue shareholder approval for conversion. Mr. Rogers owns 400 shares of Series D Preferred Stock. After shareholder approval and all required filings, all outstanding Series D shares shall automatically convert into shares of common stock. The Company has scheduled a shareholder meeting for July 14, 2026, at which time the shareholders will vote to approve the conversion. If approved, the conversion will occur on that date. If not, conversion will be delayed until approval is received.

Key Figures

Indirect underlying shares (BASS COLLECTIVE, LLC): 22,856 shares Indirect underlying shares (ATRJR IRA, LLC): 148,564 shares Indirect underlying shares (ATRJR, LLC): 279,986 shares +4 more

7 metrics

Indirect underlying shares (BASS COLLECTIVE, LLC) 22,856 shares Underlying common stock for Series D Preferred, indirect holding

Indirect underlying shares (ATRJR IRA, LLC) 148,564 shares Underlying common stock for Series D Preferred, indirect holding

Indirect underlying shares (ATRJR, LLC) 279,986 shares Underlying common stock for Series D Preferred, indirect holding

Indirect underlying shares (ATRJR ROTH, LLC) 691,394 shares Underlying common stock for Series D Preferred, indirect holding

Direct Series D Preferred shares 400 shares Owned directly by Mr. Rogers, per footnote

Conversion exercise price $0.0000 per share Exercise price for Series D Preferred into common stock

Shareholder meeting date July 14, 2026 Scheduled vote on Series D Preferred conversion

Key Terms

Series D Preferred Stock, Common Stock, shareholder approval, Form 3, +1 more

5 terms

Series D Preferred Stock financial

"Mr. Rogers owns 400 shares of Series D Preferred Stock."

Series D preferred stock is a specific class of preferred shares typically issued in a later-stage financing round that gives holders special rights such as priority for payout before common shareholders, fixed or cumulative dividends, and often the option to convert into common shares. Investors care because these shares affect who gets paid first in a sale or liquidation, influence ownership and voting power, and change how future fundraising or an exit will impact an investor’s return—like a VIP ticket that can sometimes be exchanged for a regular ticket if that proves more valuable.

Common Stock financial

"All outstanding Series D shares shall automatically convert into shares of common stock."

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

shareholder approval regulatory

"The Company is obligated to continue to pursue shareholder approval for conversion."

Shareholder approval is a formal vote by a company’s owners—its shareholders—to accept or reject major corporate actions such as mergers, sale of significant assets, board member elections, or changes to the company’s governing rules. It matters to investors because it gives them direct influence over decisions that affect the company’s value and risk profile; think of it like neighbors voting on a large renovation that will change property values, where approval lets the project proceed and rejection stops it.

Form 3 regulatory

"Form 3 reports CEO Alfred Tate Rogers Jr.’s initial ownership in BayFirst’s Series D Preferred Stock."

Form 3 is the initial public filing that officers, directors and large shareholders must submit to report their ownership of a company’s securities when they become insiders. It acts like an opening inventory sheet that gives investors a starting point to see who holds significant stakes and to spot later trades or potential conflicts of interest, helping assess insider confidence and transparency.

automatically convert financial

"All outstanding Series D shares shall automatically convert into shares of common stock."

Understanding Insider Trading Forms →

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Rogers Alfred Tate Jr

(Last) (First) (Middle)

700 CENTRAL AVENUE

(Street)

ST. PETERSBURG FLORIDA 33701

(City) (State) (Zip)

UNITED STATES

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
05/14/2026

3. Issuer Name and Ticker or Trading Symbol
BayFirst Financial Corp. [ BAFN ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO & President

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series D Preferred Stock	07/14/2026	(1)	Common Stock	691,394(2)	$0	I	ATRJR ROTH, LLC
Series D Preferred Stock	07/14/2026	(1)	Common Stock	279,986(2)	$0	I	ATRJR, LLC
Series D Preferred Stock	07/14/2026	(1)	Common Stock	148,564(2)	$0	I	ATRJR IRA, LLC
Series D Preferred Stock	07/14/2026	(1)	Common Stock	22,856(2)	$0	I	BASS COLLECTIVE, LLC

Explanation of Responses:

1. The Company is obligated to continue to pursue shareholder approval for conversion.

2. Mr. Rogers owns 400 shares of Series D Preferred Stock. After shareholder approval and all required filings, all outstanding Series D shares shall automatically convert into shares of common stock. The Company has scheduled a shareholder meeting for July 14, 2026, at which time the shareholders will vote to approve the conversion. If approved, the conversion will occur on that date. If not, conversion will be delayed until approval is received.

Remarks:

	/s/ Barbara Felts, Attorney-in-fact	05/21/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

FAQ

What does the BayFirst Financial (BAFN) Form 3 filing report?

The Form 3 reports CEO Alfred Tate Rogers Jr.’s initial ownership in BayFirst’s Series D Preferred Stock, held both directly and indirectly. It establishes his existing positions before any future trades or conversions into BayFirst common stock occur.

How many BayFirst (BAFN) Series D Preferred shares does Mr. Rogers own directly?

Mr. Rogers owns 400 shares of BayFirst’s Series D Preferred Stock directly. These shares, along with all other Series D shares, are expected to automatically convert into common stock once shareholders approve the conversion and required filings are completed.

How are Alfred Tate Rogers Jr.’s BayFirst (BAFN) Series D holdings structured?

His Series D Preferred holdings are reported mainly as indirect interests through entities such as BASS COLLECTIVE, LLC, ATRJR IRA, LLC, ATRJR, LLC, and ATRJR ROTH, LLC. Each block is convertible into BayFirst common stock under the described conversion terms.

When will BayFirst (BAFN) Series D Preferred Stock convert to common stock?

All outstanding Series D Preferred Stock will automatically convert into common stock after shareholder approval. BayFirst has scheduled a shareholder meeting for July 14, 2026 to vote on the conversion; if approved, conversion will occur on that date.

What conditions must be met before BayFirst (BAFN) Series D converts?

Conversion of all outstanding Series D Preferred Stock requires shareholder approval and completion of all required filings. The company is obligated to continue pursuing this approval, with a shareholder vote scheduled for July 14, 2026 on the proposed conversion.