BayFirst Financial director Berset converts preferred shares

Q: How many BAFN common shares did Mark S. Berset's conversion produce?

The reported common-stock acquisitions were 96,153 shares directly, 41,208 shares by the Mark S. Berset 2012 Irrevocable Trust U/A Dated 12/13/12, and 27,472 shares by the Linda Berset Irrevocable Trust on November 6, 2026. The footnote states that approximately 274.7253 common shares were issued per preferred share; no Rule 10b5-1 plan is reported.

Q: What was BAFN's preferred-to-common conversion ratio?

BayFirst Financial Corp. issued approximately 274.7253 common shares for each share of Series C Cumulative Convertible Preferred Stock. The reported conversions involved 350 preferred shares held directly, 150 held by the Mark Berset Irrevocable Trust, and 100 held by the Linda Berset Irrevocable Trust.

The conversion issued approximately 274.7253 common shares for each preferred share, with common shares attributed directly and to two trusts.

Available on EDGAR 11/09/2026 - 02:05 PM EST Accepted by SEC EDGAR 11/09/2026 - 02:04 PM EST

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Rhea-AI Filing Summary

BayFirst Financial Corp. director Mark S. Berset reported converting Series C Cumulative Convertible Preferred Stock into common stock on November 6, 2026. The preferred shares converted were 350 held directly, 150 held by the Mark Berset Irrevocable Trust, and 100 held by the Linda Berset Irrevocable Trust. The corresponding common-stock acquisitions were 96,153 shares directly, 41,208 shares by the Mark S. Berset 2012 Irrevocable Trust U/A Dated 12/13/12, and 27,472 shares by the Linda Berset Irrevocable Trust. Reported common holdings afterward were 525,872 shares directly, 73,642 shares in the Mark S. Berset 2012 Irrevocable Trust, and 124,866 shares in the Linda Berset Irrevocable Trust. The company issued approximately 274.7253 common shares per preferred share; no Rule 10b5-1 plan is reported.

Insider Trade Summary

600 shares exercised/converted

Exercise 6 txns

Insider Berset Mark S

Role Director

Type	Security	Shares	Price	Value
Conversion	Series C Cumulative Convertible Preferred Stock ^F1	350	--	--
Conversion	Series C Cumulative Convertible Preferred Stock ^F1	150	--	--
Conversion	Series C Cumulative Convertible Preferred Stock ^F1	100	--	--
Other	Common Stock ^F1	96,153	--	--
Other	Common Stock ^F1	41,208	--	--
Other	Common Stock ^F1	27,472	--	--

Holdings After Transaction: Series C Cumulative Convertible Preferred Stock — 0 shares (Direct); Series C Cumulative Convertible Preferred Stock — 0 shares (Indirect, Mark Berset Irrevocable Trust); Series C Cumulative Convertible Preferred Stock — 0 shares (Indirect, Linda Berset Irrevocable Trust); Common Stock — 525,871.792 shares (Direct); Common Stock — 73,642.1733 shares (Indirect, Mark S. Berset 2012 Irrevocable Trust U/A Dated 12/13/12); Common Stock — 124,866.368 shares (Indirect, Linda Berset Irrevocable Trust)

Footnotes (1)

F1. The reporting person acquired the common shares upon the conversion of shares Series C Cumulative Convertible Preferred Stock. For each share of preferred stock, the Company issued approximately 274.7253 common shares.

Key Figures

Preferred shares converted: 350 shares directly; 150 shares held by Mark Berset Irrevocable Trust; 100 shares held by Linda Berset Irrevocable Trust Common shares acquired: 96,153 shares directly; 41,208 shares by Mark S. Berset 2012 Irrevocable Trust U/A Dated 12/13/12; 27,472 shares by Linda Berset Irrevocable Trust Common shares held after transactions: 525,872 shares directly; 73,642 shares held by Mark S. Berset 2012 Irrevocable Trust U/A Dated 12/13/12; 124,866 shares held by Linda Berset Irrevocable Trust

3 metrics

Preferred shares converted 350 shares directly; 150 shares held by Mark Berset Irrevocable Trust; 100 shares held by Linda Berset Irrevocable Trust November 6, 2026

Common shares acquired 96,153 shares directly; 41,208 shares by Mark S. Berset 2012 Irrevocable Trust U/A Dated 12/13/12; 27,472 shares by Linda Berset Irrevocable Trust November 6, 2026

Common shares held after transactions 525,872 shares directly; 73,642 shares held by Mark S. Berset 2012 Irrevocable Trust U/A Dated 12/13/12; 124,866 shares held by Linda Berset Irrevocable Trust Reported following transactions on November 6, 2026

Key Terms

Cumulative Convertible Preferred Stock, Irrevocable Trust, conversion

3 terms

Cumulative Convertible Preferred Stock financial

"Series C Cumulative Convertible Preferred Stock"

A class of preferred shares that pays fixed dividends which accumulate if they are skipped, and that can be converted into common shares at a predetermined rate. Think of it as a hybrid between a savings account that guarantees missed interest later and a ticket that can be exchanged for ordinary ownership; investors care because it provides steady income protection and priority in payouts while also posing potential dilution to common shareholders if converted.

Irrevocable Trust technical

"Mark Berset Irrevocable Trust"

An irrevocable trust is a legal arrangement where an owner transfers assets into a separate entity managed by a trustee and gives up the power to modify or reclaim those assets. For investors it matters because putting stock or other holdings into such a trust can change who controls and benefits from the assets, affect taxes and creditor protection, and influence how easy it is to sell or value those holdings—like placing valuables in a locked safe overseen by someone else.

conversion financial

"upon the conversion of shares Series C"

Conversion is the exchange of one type of financial instrument for another, most commonly turning convertible bonds or preferred shares into common stock. It matters to investors because conversion changes the number of outstanding shares and ownership stakes—like trading a coupon for a slice of a company—potentially reducing each existing owner's portion, affecting per-share earnings, voting power and the market value of the stock.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many BAFN common shares did Mark S. Berset's conversion produce?

The reported common-stock acquisitions were 96,153 shares directly, 41,208 shares by the Mark S. Berset 2012 Irrevocable Trust U/A Dated 12/13/12, and 27,472 shares by the Linda Berset Irrevocable Trust on November 6, 2026. The footnote states that approximately 274.7253 common shares were issued per preferred share; no Rule 10b5-1 plan is reported.

What was BAFN's preferred-to-common conversion ratio?

BayFirst Financial Corp. issued approximately 274.7253 common shares for each share of Series C Cumulative Convertible Preferred Stock. The reported conversions involved 350 preferred shares held directly, 150 held by the Mark Berset Irrevocable Trust, and 100 held by the Linda Berset Irrevocable Trust.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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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^*

Berset Mark S

(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)
11/06/2026

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	11/06/2026		J⁽¹⁾		96,153	A	⁽¹⁾	525,871.792	D
Common Stock	11/06/2026		J⁽¹⁾		41,208	A	⁽¹⁾	73,642.1733	I	Mark S. Berset 2012 Irrevocable Trust U/A Dated 12/13/12
Common Stock	11/06/2026		J⁽¹⁾		27,472	A	⁽¹⁾	124,866.368	I	Linda Berset Irrevocable Trust

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)
Series C Cumulative Convertible Preferred Stock	⁽¹⁾	11/06/2026		C			350	10/18/2023	10/18/2033	Common Stock	96,153	⁽¹⁾	0	D
Series C Cumulative Convertible Preferred Stock	⁽¹⁾	11/06/2026		C			150	10/18/2023	10/18/2033	Common Stock	41,208	⁽¹⁾	0	I	Mark Berset Irrevocable Trust
Series C Cumulative Convertible Preferred Stock	⁽¹⁾	11/06/2026		C			100	10/18/2023	10/18/2033	Common Stock	27,472	⁽¹⁾	0	I	Linda Berset Irrevocable Trust

Explanation of Responses:

1. The reporting person acquired the common shares upon the conversion of shares Series C Cumulative Convertible Preferred Stock. For each share of preferred stock, the Company issued approximately 274.7253 common shares.

Remarks:

	/s/ Barbara Felts, Attorney-in-fact	11/09/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR