BayFirst (BAFN) CEO Thomas Zernick logs stock purchase and tax withholding

Rhea-AI Filing Summary

BayFirst Financial Corp. CEO and director Thomas Gerard Zernick reported routine changes in his BayFirst (BAFN) shareholdings. On February 5, 2026, he acquired 249.1281 shares of common stock at $6.021 per share through the issuer's Non-Qualified Stock Purchase Plan.

On February 3, 2026, 890 shares of common stock at $6.65 per share were withheld by BayFirst solely to cover tax obligations related to restricted stock awards, and this is explicitly described as not a sale by Zernick. After these transactions, he beneficially owned 19,454.7141 shares directly and 1,659.0275 shares indirectly through an ESOP.

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^*

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)
02/03/2026

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

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	02/05/2026		J(1)		249.1281	A	$6.021	19,454.7141	D
Common Stock								1,659.0275	I	By ESOP
Common Stock	02/03/2026		F(2)		890	D	$6.65	18,564.7141	D

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 were purchased within the Issuer's Non-Qualified Stock Purchase Plan.

2. Represents shares that have been withheld by the Issuer to satisfy its tax withholding and remittance obligations in connection with the net settlement of restricted stock awards (RSAs) and does not represent a sale by the Reporting Person.

Remarks:

	/s/ Barbara Felts, Attorney-in-fact	02/06/2026
	** 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 transactions did BayFirst (BAFN) CEO Thomas Gerard Zernick report?

Thomas Gerard Zernick reported two common stock transactions. He bought 249.1281 shares at $6.021 under a Non-Qualified Stock Purchase Plan and had 890 shares withheld at $6.65 to cover tax obligations on restricted stock awards, which was not a sale.

Was the 890-share transaction by BayFirst (BAFN) CEO a sale of stock?

No, the 890-share transaction was not a sale. The shares were withheld by BayFirst Financial Corp. to satisfy tax withholding and remittance obligations for restricted stock awards, as explicitly stated, and therefore do not represent a discretionary share sale by the CEO.

How many BayFirst (BAFN) shares does CEO Thomas Gerard Zernick own after these Form 4 transactions?

After the reported transactions, Thomas Gerard Zernick beneficially owned 19,454.7141 shares of BayFirst common stock directly and 1,659.0275 shares indirectly through an ESOP, according to the Form 4, reflecting both his direct and employee benefit plan-related holdings.

What plan did BayFirst (BAFN) CEO use to purchase shares on February 5, 2026?

The CEO purchased shares within BayFirst Financial Corp.’s Non-Qualified Stock Purchase Plan. On February 5, 2026, he acquired 249.1281 shares of common stock at a price of $6.021 per share, as disclosed in the Form 4 footnote and transaction table.

What roles does Thomas Gerard Zernick hold at BayFirst (BAFN) according to this filing?

Thomas Gerard Zernick is identified as both a director and an officer of BayFirst Financial Corp., with the officer title of CEO. The Form 4 indicates he is not a 10% owner, clarifying his insider status and relationship to the issuer.

How is the ESOP ownership of BayFirst (BAFN) shares reported for the CEO?

The Form 4 shows 1,659.0275 BayFirst common shares held indirectly by ESOP. This is classified as indirect beneficial ownership, separate from Thomas Gerard Zernick’s directly held 19,454.7141 shares, highlighting his holdings connected to the company’s employee stock ownership structure.