BayFirst (BAFN) CEO receives ESOP stock award in latest Form 4/A filing

Rhea-AI Filing Summary

BayFirst Financial Corp. CEO Thomas Gerard Zernick reported an indirect acquisition of common stock through the company’s Employee Stock Ownership Plan. On December 31, 2024, the ESOP allocated 101.2478 shares at $13.30 per share to his account, bringing his ESOP-held balance to 1,671.2237 shares. These shares are held by the BayFirst National Bank ESOP and vest based on years of service and fully vest at 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

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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^*

Zernick Thomas Gerard

(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
X	Officer (give title below)		Other (specify below)
	CEO

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	1,671.2237(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	03/09/2026
	** 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 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 (BAFN) report for CEO Thomas Gerard Zernick?

BayFirst reported that CEO Thomas Gerard Zernick indirectly acquired common stock through the Employee Stock Ownership Plan. On December 31, 2024, 101.2478 shares were allocated to his ESOP account at $13.30 per share as a grant or award acquisition.

How many BayFirst (BAFN) shares does the CEO hold through the ESOP after this transaction?

After this ESOP allocation, CEO Thomas Gerard Zernick’s ESOP account reflects 1,671.2237 shares of BayFirst common stock. These shares are indirectly owned, held by the BayFirst National Bank Employee Stock Ownership Plan and allocated specifically to his participant account.

Was the BayFirst (BAFN) CEO’s Form 4/A transaction a purchase or an award?

The Form 4/A transaction for BayFirst CEO Thomas Gerard Zernick is classified as a grant, award, or other acquisition. It reflects 101.2478 shares of common stock allocated to his ESOP account rather than an open-market purchase of shares.

How do BayFirst (BAFN) ESOP shares for the CEO vest over time?

The ESOP shares allocated to CEO Thomas Gerard Zernick vest based on his Years of Vesting Service, generally years in which he works at least 1,000 hours. According to the disclosure, the shares become fully vested when he reaches the normal retirement age of 65.

Is the BayFirst (BAFN) CEO’s ownership in this Form 4/A direct or indirect?

The ownership reported in this Form 4/A is indirect. The common stock is held by the BayFirst National Bank Employee Stock Ownership Plan and allocated to CEO Thomas Gerard Zernick’s ESOP account, as noted in the filing and related ownership footnote disclosure.