BayFirst (BAFN) director faces 99-share tax withholding on restricted stock

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

BayFirst Financial Corp. director Sheryl WuDunn reported a small tax-related share disposition. On this Form 4, 99 shares of Common Stock were withheld by the company at a price of $6.49 per share to cover tax obligations from net-settled restricted stock awards. The filing states this does not represent an open-market sale by the director. After this withholding, WuDunn directly holds about 6,237 Common Stock shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider WuDunn Sheryl

Role null

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	99	$6.49	$642.51

Holdings After Transaction: Common Stock — 6,237.01 shares (Direct, null)

Footnotes (1)

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Key Figures

Tax withholding shares: 99 shares Tax withholding price: $6.49 per share Shares held after transaction: 6,237.0104 shares +2 more

5 metrics

Tax withholding shares 99 shares Common Stock withheld to satisfy tax obligations

Tax withholding price $6.49 per share Value used for withheld Common Stock shares

Shares held after transaction 6,237.0104 shares Director’s direct Common Stock holdings post-transaction

Tax withholding transactions 1 transaction, 99 shares Summary of tax withholding events in this Form 4

Net buy/sell shares 0 shares Net open-market buying or selling activity reported

Key Terms

tax withholding, restricted stock awards, net settlement, Common Stock, +1 more

5 terms

tax withholding financial

"withheld by the Issuer to satisfy its tax withholding and remittance obligations"

Tax withholding is the practice of taking a portion of a payment—such as wages, dividends, or sale proceeds—before it reaches the recipient and sending that portion to the tax authority as an advance on the recipient’s eventual tax bill. For investors it matters because withholding reduces immediate cash received and affects after‑tax returns, estimated tax payments, and whether you may owe more or receive a refund when taxes are finally calculated, like having a small automatic savings set aside for your tax bill.

restricted stock awards financial

"in connection with the net settlement of restricted stock awards (RSAs)"

Restricted stock awards are company shares given to employees or executives that cannot be sold or transferred until certain conditions — like staying with the company for a set time or meeting performance targets — are met, like a gift that is locked in a safe until rules are satisfied. Investors care because these awards tie management’s pay to company performance, can increase the number of shares outstanding when they become tradable (dilution), and may signal expected future selling pressure or commitment to long-term growth.

net settlement financial

"in connection with the net settlement of restricted stock awards (RSAs)"

Common Stock financial

"security_title": "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.

Form 4 regulatory

"INSIDER FILING DATA (Form 4)"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

Form 4 Insider Transactions: What Each Field Means →

05/18/2026 - 02:21 PM

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

WuDunn Sheryl

(Last)

(First)

(Middle)

700 CENTRAL AVE

(Street)

ST. PETERSBURG

FLORIDA

33701

(City)

(State)

(Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026

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

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

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/15/2026		F⁽¹⁾		99	D	$6.49	6,237.0104	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. 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	05/18/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did BayFirst Financial Corp. (BAFN) director Sheryl WuDunn report?

Director Sheryl WuDunn reported a small tax-related disposition of 99 BayFirst Financial Corp. Common Stock shares. The shares were withheld by the company to satisfy tax obligations from restricted stock awards, not sold by her in the open market.

Was the BayFirst (BAFN) insider transaction an open-market sale of shares?

No, the Form 4 explains the 99 shares were withheld by BayFirst to cover tax withholding and remittance obligations for restricted stock awards. It specifically notes this does not represent a sale by the reporting person in the market.

How many BayFirst (BAFN) shares were involved in Sheryl WuDunn’s tax withholding transaction?

The transaction involved 99 Common Stock shares of BayFirst Financial Corp. These shares were retained by the issuer to meet tax obligations associated with net settlement of restricted stock awards rather than being sold into the market.

At what price were the BayFirst (BAFN) shares valued for the tax withholding transaction?

The 99 BayFirst Financial Corp. Common Stock shares were valued at $6.49 per share for the tax withholding. This price is used to calculate the value of shares withheld to satisfy the director’s related tax liability on restricted stock awards.

How many BayFirst (BAFN) shares does Sheryl WuDunn hold after this Form 4 transaction?

Following the tax withholding disposition, Sheryl WuDunn directly holds approximately 6,237.0104 BayFirst Financial Corp. Common Stock shares. This figure reflects her remaining direct ownership position after 99 shares were withheld to satisfy tax obligations.

What does the Form 4 footnote say about BayFirst (BAFN) director Sheryl WuDunn’s transaction?

The footnote explains that the 99 shares were withheld by BayFirst to meet tax withholding and remittance obligations for net-settled restricted stock awards. It clarifies the event does not represent a sale of shares by the reporting person.