BayFirst Financial (NASDAQ: BAFN) director records plan and ESOP share moves

Rhea-AI Filing Summary

BayFirst Financial Corp. director Thomas Gerard Zernick reported two administrative equity transactions. On May 7, 2026, he received 226.8328 shares of common stock at $6.6128 per share through the company’s Non-Qualified Stock Purchase Plan, bringing his direct holdings to 20,462.5469 shares. A prior February 19, 2026 entry reflects 0.2237 fractional ESOP shares at $6.6414 per share being sold as part of the termination of the Employee Stock Ownership Plan and distributed from his ESOP account. These are categorized as “other” restructuring-type transactions rather than open-market buys or sells.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Zernick Thomas Gerard

Role null

Type	Security	Shares	Price	Value
Other	Common Stock	226.833	$6.6128	$1K
Other	Common Stock	0.224	$6.6414	$1.49

Holdings After Transaction: Common Stock — 20,462.547 shares (Direct, null); Common Stock — 0 shares (Indirect, By ESOP)

Footnotes (1)

1. Shares were purchased within the Issuer's Non-Qualified Stock Purchase Plan. Shares held by the BayFirst Natioanl Bank Employee Stock Ownership Plan ("ESOP") and allocated to the Reporting Person's account were distribute to the employee and fractional shares were sold as part of the termination of the ESOP.

Key Figures

Plan shares received: 226.8328 shares at $6.6128 Direct holdings after transaction: 20,462.5469 shares ESOP fractional shares: 0.2237 shares at $6.6414 +1 more

4 metrics

Plan shares received 226.8328 shares at $6.6128 Non-Qualified Stock Purchase Plan on May 7, 2026

Direct holdings after transaction 20,462.5469 shares Common stock held directly after May 7, 2026 entry

ESOP fractional shares 0.2237 shares at $6.6414 ESOP termination-related sale on February 19, 2026

Restructuring shares total 227.0565 shares Total shares in J-code restructuring-type transactions

Key Terms

Non-Qualified Stock Purchase Plan, Employee Stock Ownership Plan, ESOP, Other acquisition or disposition

4 terms

Non-Qualified Stock Purchase Plan financial

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

Employee Stock Ownership Plan financial

"Shares held by the BayFirst National Bank Employee Stock Ownership Plan ("ESOP")"

An employee stock ownership plan (ESOP) is a company-run program that gives workers ownership stakes by allocating or letting them buy company shares, often through a retirement-style account. For investors, ESOPs matter because they align employees’ incentives with company performance—like turning staff into shareholders—which can boost productivity and long-term value but may also concentrate employee retirement savings in company stock, affecting financial risk and share demand.

ESOP financial

"fractional shares were sold as part of the termination of the ESOP."

An Employee Stock Ownership Plan (ESOP) is a program that gives employees ownership shares in their company, often as part of their benefits package. It acts like a company-sponsored savings plan, allowing workers to have a stake in the company's success, which can boost motivation and loyalty. For investors, ESOPs can influence company decisions and stock value, making them an important aspect of corporate ownership and governance.

Other acquisition or disposition financial

"transaction code description is "Other acquisition or disposition" for both entries"

Form 4 Insider Transactions: What Each Field Means →

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^*

Zernick Thomas Gerard

(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)
02/19/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/07/2026		J(1)		226.8328	A	$6.6128	20,462.5469	D
Common Stock	02/19/2026		J(2)		0.2237	D	$6.6414	0	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 were purchased within the Issuer's Non-Qualified Stock Purchase Plan.

2. Shares held by the BayFirst Natioanl Bank Employee Stock Ownership Plan ("ESOP") and allocated to the Reporting Person's account were distribute to the employee and fractional shares were sold as part of the termination of the ESOP.

Remarks:

	/s/ Barbara Felts, Attorney-in-fact	05/11/2026
	** 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)

FAQ

What insider transactions did BayFirst Financial (BAFN) disclose for Thomas Gerard Zernick?

BayFirst Financial reported two “other” transactions for director Thomas Gerard Zernick. He received 226.8328 common shares via a Non-Qualified Stock Purchase Plan and had 0.2237 fractional ESOP shares sold during the ESOP’s termination and distribution process.

How many BayFirst Financial (BAFN) shares does Thomas Gerard Zernick hold after these transactions?

After the May 7, 2026 transaction, Thomas Gerard Zernick directly holds 20,462.5469 shares of BayFirst Financial common stock. This reflects his position following receipt of 226.8328 shares through the company’s Non-Qualified Stock Purchase Plan.

Were the BayFirst Financial (BAFN) insider transactions open-market buys or sells?

The reported transactions are coded as “J” for other acquisitions or dispositions, not standard open-market buys or sells. One involved share purchases within a Non-Qualified Stock Purchase Plan, and the other involved fractional ESOP shares sold during ESOP termination.

What does the ESOP-related transaction mean for BayFirst Financial (BAFN) director holdings?

The ESOP-related transaction shows 0.2237 fractional shares allocated to Thomas Gerard Zernick’s ESOP account were sold when the Employee Stock Ownership Plan terminated. Those fractional shares were part of distributing ESOP assets to employees.

At what prices did the recent BayFirst Financial (BAFN) insider transactions occur?

The May 7, 2026 Non-Qualified Stock Purchase Plan transaction occurred at $6.6128 per share for 226.8328 shares. The February 19, 2026 ESOP fractional share transaction used a price of $6.6414 per share for 0.2237 shares.