BayFirst (BAFN) President & COO adjusts holdings through stock plan and RSA tax withholdings

Rhea-AI Filing Summary

BayFirst Financial Corp. President and COO Oliver Robin Leigh, who also serves as a director, reported several transactions in BayFirst common stock. On February 5, 2026, he acquired 49.8256 shares at $6.021 per share through the issuer's Non-Qualified Stock Purchase Plan, bringing his directly held stake to 11,586.9545 shares.

On multiple dates between January 23 and January 27, 2026, the company withheld blocks of 119–134 shares at prices between $6.65 and $6.82 to cover tax obligations related to restricted stock awards, which the filing specifies do not represent sales by Leigh. He also reports 1,071.9677 shares of common stock held 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

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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^*

Oliver Robin Leigh

(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)
	President, COO

3. Date of Earliest Transaction (Month/Day/Year)
01/23/2026

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)		49.8256	A	$6.021	11,586.9545	D
Common Stock								1,071.9677	I	By ESOP
Common Stock	02/03/2026		F(2)		134	D	$6.65	11,452.9545	D
Common Stock	01/23/2026		F(2)		134	D	$6.7	11,318.9545	D
Common Stock	01/26/2026		F(2)		119	D	$6.82	11,199.9545	D
Common Stock	01/26/2026		F(2)		119	D	$6.82	11,080.9545	D
Common Stock	01/27/2026		F(2)		119	D	$6.74	10,961.9545	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) President and COO Oliver Robin Leigh report?

Oliver Robin Leigh reported buying 49.8256 BayFirst shares at $6.021 under a Non-Qualified Stock Purchase Plan and several share withholdings for taxes on restricted stock awards, plus updated direct and ESOP indirect holdings in BayFirst common stock.

Were any of Oliver Robin Leigh’s BayFirst (BAFN) Form 4 transactions open-market sales?

The filing states no open-market sales by Oliver Robin Leigh. Shares marked with transaction code F were withheld by BayFirst to satisfy tax and remittance obligations on restricted stock awards and are explicitly described as not representing sales by the reporting person.

How many BayFirst (BAFN) shares does Oliver Robin Leigh hold after these transactions?

After the reported transactions, Oliver Robin Leigh holds 11,586.9545 BayFirst common shares directly. He also reports 1,071.9677 additional BayFirst common shares held indirectly through an employee stock ownership plan (ESOP), reflecting both personal and plan-related beneficial ownership positions.

What is the significance of transaction code J on Oliver Robin Leigh’s BayFirst (BAFN) Form 4?

Transaction code J reflects an acquisition of 49.8256 BayFirst shares at $6.021 under the issuer’s Non-Qualified Stock Purchase Plan. This indicates participation in a company plan rather than a standard open-market trade, and it increased his directly held share balance.

Why were BayFirst (BAFN) shares withheld in Oliver Robin Leigh’s Form 4 filing?

The filing explains that shares marked with code F were withheld by BayFirst to cover tax withholding and remittance obligations tied to the net settlement of restricted stock awards, clarifying these withholdings do not constitute sales by Oliver Robin Leigh.