BayFirst Financial (NASDAQ: BAFN) director gains ESOP stock allocation

Rhea-AI Filing Summary

LEO ANTHONY N reported acquisition or exercise transactions in this Form 4 filing.

BayFirst Financial Corp. director Leo Anthony reported an indirect award of 101.2478 shares of common stock at $13.30 per share through the BayFirst National Bank Employee Stock Ownership Plan (ESOP). After this ESOP allocation, 1,671.2168 shares are attributed to his ESOP account.

According to the plan terms, these ESOP shares vest based on the director’s Years of Vesting Service, generally requiring at least 1,000 hours of work in a year, and become fully vested upon reaching the normal retirement age of 65.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

LEO ANTHONY N

(Last) (First) (Middle)

700 CENTRAL AVE

(Street)

ST. PETERSBURG FL 33701

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)
03/07/2025

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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/31/2024		A		101.2478	A	$13.3	1,671.2168(1)	I	By ESOP

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Shares held by the BayFirst Natioanl Bank Employee Stock Ownership Plan ("ESOP") and allocated to the Reporting Person's account. The shares vest based on your Year of Vesting Service (generally a year in which the Reporting Person works at least 1,000 hours). The shares will become fully vested upon your attainment of Normal Retirement Age of 65.

Remarks:

	/s/ Barbara Felts, Attorney-in-fact	03/07/2025
	** 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 4 (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.

FAQ

What insider transaction did BayFirst Financial Corp. (BAFN) report on this Form 4/A?

BayFirst Financial Corp. reported that director Leo Anthony acquired 101.2478 shares of common stock indirectly through its Employee Stock Ownership Plan. Following this ESOP allocation, a total of 1,671.2168 shares are attributed to his ESOP account under the plan’s terms.

How were the BayFirst (BAFN) shares acquired by director Leo Anthony?

The shares were granted through the BayFirst National Bank Employee Stock Ownership Plan, not via an open-market purchase. They represent an ESOP allocation to the director’s account, reflecting compensation-related ownership rather than a discretionary trading decision in the company’s stock.

What is the vesting schedule for the ESOP shares reported for BAFN’s director?

The ESOP shares vest based on the director’s Years of Vesting Service, generally requiring at least 1,000 hours of work during a year. These shares become fully vested when the director attains the plan’s Normal Retirement Age of 65, as described in the disclosure footnote.

Are the reported BayFirst (BAFN) shares held directly by the director?

No, the shares are held by the BayFirst National Bank Employee Stock Ownership Plan and allocated to the director’s ESOP account. The filing classifies the ownership as indirect, reflecting that the plan is the formal holder of the common stock on his behalf.

What price per share is associated with the ESOP allocation in the BAFN Form 4/A?

The ESOP allocation to the director’s account is associated with a $13.30 per share value for the 101.2478 common shares. This value helps quantify the size of the compensation-related stock award reported in the insider ownership filing for BayFirst Financial Corp.