BayFirst (BAFN) director logs tax withholding and ESOP clean-up share moves

Rhea-AI Filing Summary

BayFirst Financial Corp. director Leo Anthony N reported routine share adjustments rather than open-market trades. The issuer withheld 138 common shares at $6.49 per share to cover tax obligations on restricted stock awards, leaving him with 36,825.2336 directly held shares. In a separate ESOP-related entry, 0.2168 fractional shares allocated to his account were sold as part of the BayFirst National Bank Employee Stock Ownership Plan termination, eliminating that small indirect holding.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider LEO ANTHONY N

Role null

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	138	$6.49	$895.62
Other	Common Stock	0.217	$6.6414	$1.44

Holdings After Transaction: Common Stock — 36,825.234 shares (Direct, null); Common Stock — 0 shares (Indirect, By ESOP)

Footnotes (1)

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. 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

Tax-withheld shares: 138 shares at $6.49 Direct holdings after transaction: 36,825.2336 shares ESOP fractional shares sold: 0.2168 shares at $6.6414 +2 more

5 metrics

Tax-withheld shares 138 shares at $6.49 Common stock withheld to cover tax on RSAs

Direct holdings after transaction 36,825.2336 shares Common stock held directly after tax withholding

ESOP fractional shares sold 0.2168 shares at $6.6414 Fractional ESOP shares sold upon ESOP termination

Tax withholding shares summary 138 shares Total shares used for tax withholding in this filing

Restructuring shares summary 0.2168 shares Shares affected by ESOP-related restructuring entry

Key Terms

tax withholding, restricted stock awards (RSAs), Employee Stock Ownership Plan ("ESOP"), net settlement, +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 (RSAs) financial

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

Employee Stock Ownership Plan ("ESOP") financial

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

net settlement financial

"in connection with the net settlement of restricted stock awards"

fractional shares financial

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

Fractional shares are portions of a whole share of a stock or fund, allowing investors to own less than one full unit. They make it possible to invest a specific dollar amount rather than buy whole shares, like buying a slice of a pizza instead of the entire pie. For investors this lowers the cost barrier, helps with diversification, and lets you reinvest dividends or purchase expensive stocks in small, precise amounts.

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^*

LEO ANTHONY N

(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	05/15/2026		F(1)		138	D	$6.49	36,825.2336	D
Common Stock	02/19/2026		J(2)		0.2168	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. 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.

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	05/18/2026
	** 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)

FAQ

What insider transactions did BayFirst Financial (BAFN) director Leo Anthony N report?

He reported tax-related and plan-related share adjustments, not open-market trades. The issuer withheld 138 common shares to cover taxes on restricted stock awards and fractional ESOP shares tied to his account were sold during the ESOP’s termination process.

Did the BayFirst Financial (BAFN) director sell shares on the open market?

No, the filing shows no open-market sales. The 138-share disposition was issuer withholding to satisfy tax obligations on restricted stock awards, and a tiny ESOP fractional share sale occurred as part of the employee stock ownership plan’s termination process.

How many BayFirst Financial (BAFN) shares does the director hold after these transactions?

After the tax withholding event, he directly holds 36,825.2336 common shares. His indirect ESOP-linked position fell to zero as fractional shares allocated to his account were sold in connection with the termination of the BayFirst National Bank Employee Stock Ownership Plan.

What is the significance of the 138-share tax withholding for BayFirst Financial (BAFN)?

The 138 shares were withheld by the company at $6.49 per share to cover tax obligations on restricted stock awards. This is a routine, non-market transaction and does not represent a discretionary buy or sell decision by the reporting director in BayFirst Financial stock.

What happened to the ESOP shares related to the BayFirst Financial (BAFN) director?

Shares held by the BayFirst National Bank Employee Stock Ownership Plan and allocated to his account were distributed as the ESOP terminated. A remaining 0.2168 fractional share was sold in that process, reducing his indirect ESOP-related holdings to zero after the restructuring.

Do these BayFirst Financial (BAFN) Form 4 transactions indicate a change in insider sentiment?

The transactions are administrative rather than strategic. One reflects tax withholding on restricted stock awards, and the other is a small ESOP termination adjustment. Neither event represents an open-market purchase or sale that would typically signal a change in insider sentiment.