Welcome to our dedicated page for BayFirst Financial SEC filings (Ticker: BAFN), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
BayFirst Financial Corp. filings document the regulatory record for a Florida bank holding company and its BayFirst National Bank subsidiary. Disclosures cover operating and financial results, Regulation FD presentations and conference-call materials, capital ratios, credit quality, loan portfolio restructuring and the company's completed exit from SBA 7(a) lending.
Material-event filings also record capital-structure actions, including unregistered preferred stock sales, conversion or exchange terms, debt amendments and uses of financing proceeds for bank capital. Governance disclosures include officer responsibility changes, board-related rights, shareholder voting matters and registration-statement information for securities offerings.
BayFirst Financial Corp. is registering for resale up to 22,856,000 shares of common stock issued upon conversion of its Series D and Series E Mandatorily Convertible Cumulative Perpetual Preferred Stock. These shares are held by selling shareholders from an April 28, 2026 private placement.
The selling shareholders may dispose of their shares over time using various methods, and BayFirst will not receive proceeds from these resales. The company previously received $80,000,000 in gross proceeds in the private placement and used $9,704,434 to redeem Preferred Series A and B stock. BayFirst remains an emerging growth company, has suspended common dividends since July 2025, and notes risks including stock price volatility, potential market overhang from large shareholder sales, and significant ownership concentration, with one investor holding over 40% of common shares.
BayFirst Financial Corp. filed an amended quarterly report for the period ended March 31, 2026 to restate financial statements and revise controls and procedures disclosures. Management identified cumulative errors related to SBA 7(a) loans, including $2.8 million of deferred origination costs and $2.1 million of accrued interest on unguaranteed portions of defaulted or nonaccrual loans, which had understated provision for credit losses and overstated net interest income in 2024, 2025 and early 2026. In addition, $3.4 million of deferred origination costs should have reduced gains on sale of guaranteed SBA 7(a) loans, inflating prior noninterest income.
The restatement reduced retained earnings by $5.99 million at January 1, 2026 and by $6.24 million at March 31, 2026, lowering total shareholders’ equity to $75.6 million. For Q1 2026, the company reported a net loss of $5.93 million (loss to common shareholders $6.32 million, or $(1.54) per share) versus a restated net loss of $0.94 million a year earlier. Total assets declined to $1.19 billion, driven by a contraction in loans and deposits, including a $98.1 million deposit outflow.
Regulatory capital ratios at the bank level fell below “well‑capitalized” thresholds, with a Common Equity Tier 1 ratio of 7.74% and total risk‑based capital ratio of 9.00%, though they remained above minimum adequacy levels. The company has suspended common and preferred dividends and indicates that a capital raise is expected to restore well‑capitalized status. BayFirst also modified its $6.0 million subordinated notes so that interest is paid in kind through June 30, 2026, adding to principal if not repaid by that date.
BayFirst Financial Corp., a Florida-based bank holding company for BayFirst National Bank, filed an amended annual report that restates its consolidated financial statements for 2024 and 2025 after identifying material errors in accounting for certain SBA 7(a) loans. Management found $2.8 million of deferred origination costs and $2.1 million of accrued interest tied to defaulted or nonaccrual unguaranteed SBA 7(a) loans, and $3.4 million of deferred origination costs that should have reduced gains on sales of guaranteed SBA 7(a) loans, leading to understated credit loss provisions and overstated net interest income, gains and assets in affected periods.
As of December 31, 2025, BayFirst reported $1.29 billion in total assets, $958.0 million in loans held for investment, $1.18 billion in deposits and $81.6 million in shareholders’ equity, operating 12 community banking centers in the Tampa Bay/Sarasota area. The company has exited its nationwide SBA 7(a) and residential mortgage platforms, but continues SBA 504 and USDA lending through branches. Risk factors highlight capital and liquidity needs, deposit competition, interest-rate and credit risk, cybersecurity threats, regulatory and compliance burdens, geographic concentration in Florida, governance and insider-transaction scrutiny, model and valuation risk, and the suspension of dividends on common and preferred stock beginning July 2025.
BayFirst Financial Corp. disclosed that CEO & President Rogers Alfred Tate Jr., indirectly through ATRJR IRA, LLC, ATRJR, LLC, BASS COLLECTIVE, LLC and ATRJR ROTH, LLC, converted Series D Preferred Stock into common stock, including 52 preferred shares into 148,564 common and 98 preferred shares into 279,986 common. The company states that on July 14, 2025 shareholders approved converting all outstanding Series D shares and, upon conversion, all Series D Preferred Stock was retired.
BayFirst Financial Corp., parent of BayFirst National Bank, states it is rescheduling release of its second quarter 2026 results to after the market close on August 13, 2026, with a conference call on August 14, 2026 at 9:00 a.m. ET.
Management links the schedule change to work on an asset resolution plan and accounting restatements. Previously issued consolidated financial statements as of and for the years ended December 31, 2024 and December 31, 2025, and for the quarter ended March 31, 2026, will be restated and should no longer be relied on, and amendments to the 2025 Form 10-K and first quarter 2026 Form 10-Q are expected by August 12, 2026.
BayFirst describes itself as a registered bank holding company with $1.20 billion in total assets as of March 31, 2026 and eleven full-service offices in the Tampa Bay–Sarasota region, offering commercial and consumer banking services.
Kenneth R. Lehman, a private investor, reports beneficial ownership of 11,500,000 shares of BayFirst Financial Corp. common stock, representing 42.4% of the outstanding shares. The position consists of 7,288,125 shares held personally and 4,211,875 shares held in his Roth IRA.
Lehman acquired these common shares through the exchange of 4,000 shares of the company’s Mandatorily Convertible Cumulative Perpetual Preferred Stock, Series E, purchased on April 28, 2026 with personal and Roth IRA funds. He describes the investment as prudent and intends to join the boards of BayFirst Financial Corp. and its subsidiary, BayFirst National Bank.
Under a Securities Purchase Agreement, Lehman may designate one director to each board and holds gross-up rights to buy additional equity or equity-linked securities from the company to maintain his ownership percentage. A Registration Rights Agreement requires the company to register his common shares for resale, and he may increase, reduce, or otherwise adjust his holdings over time based on market and company factors.
BayFirst Financial Corp. reported a change in control following a July 14, 2026 special shareholders meeting. After shareholders approved the issuance of common stock upon conversion or exchange of recently issued Series D and Series E preferred stock, the company exchanged 4,000 shares of Series E Mandatorily Convertible Cumulative Perpetual Preferred Stock held by Kenneth R. Lehman for 11,428,000 shares of common stock. These shares represent 42.38% of BayFirst’s outstanding common shares as of that date. Under a stock purchase agreement, Mr. Lehman may designate one director for the company and its bank, and he has indicated his intent to serve on both boards.
Shareholders also approved an amendment to the Articles of Incorporation increasing authorized common stock from 15,000,000 to 100,000,000 shares. For the special meeting, 4,106,905 common shares were outstanding as of the record date, and 3,324,053 shares were present in person or by proxy, representing 80.9% of eligible shares. Proposal 1, relating to issuing common upon conversion or exchange of Series D and Series E preferred stock, received 2,401,615 votes for, 910,047 abstentions and broker non-votes, and 12,391 votes withheld. Proposal 2, to increase authorized common shares, received 3,239,088 votes for, 67,417 abstentions and broker non-votes, and 17,548 votes withheld; no adjournment was needed.
BayFirst Financial Corp. completed and quantified an asset resolution plan tied to an April 28, 2026 stock purchase agreement. The plan identifies specific loans in its government guaranteed portfolio and revises expected collections on over 7,000 unguaranteed SBA 7(a) small balance loans, resulting in $37.0 million of loan adjustments affecting assets measured under ASC 326 and ASC 825. The Company will also record a $1.5 million impairment on a non-marketable equity investment and a $1.6 million write-down of unamortized premiums on purchased fully guaranteed USDA loans, all to be recognized in second-quarter 2026 results, which are scheduled for release on July 30, 2026.
Management’s review additionally found $2.8 million of deferred origination costs and $2.1 million of accrued interest tied to defaulted or non-accrual loans, creating a material understatement of provision expense and overstatement of net interest income in 2024, 2025 and first-quarter 2026. As a result, BayFirst will restate its financial statements for 2024, 2025 and the quarter ended March 31, 2026; prior financial statements, related audit reports and communications for these periods should no longer be relied upon. Restated results include 2024 net income of $11.4 million (from $12.6 million), a 2025 net loss of $24.2 million (from $22.9 million) and a first-quarter 2026 net loss of $5.9 million (from $5.7 million). The Company expects to file amended 2025 Form 10-K and first-quarter 2026 Form 10-Q by August 12, 2026, is analyzing recovery of incentive-based compensation, and is evaluating potential material weaknesses in internal control over financial reporting. As of March 31, 2026, BayFirst held $1.20 billion in total assets, and the Chief Executive Officer stated that the Bank remains well capitalized.
BayFirst Financial Corp. announced plans to release its second quarter 2026 results after the market close on July 30, 2026. Management will discuss the results on a conference call and live webcast on July 31, 2026, at 9:00 a.m. ET, accessible via the company’s investor relations website.
BayFirst is a bank holding company based in St. Petersburg, Florida, whose primary income comes from its wholly owned subsidiary, BayFirst National Bank. The bank operates eleven full-service offices in the Tampa Bay–Sarasota region and reported $1.20 billion in total assets as of March 31, 2026.
BayFirst Financial Corp. is asking shareholders to approve key steps tied to an $80 million capital raise completed on April 28, 2026. The company sold 4,000 shares each of Series D and Series E preferred stock, which are mandatorily convertible into up to 22,856,000 common shares at $3.50 per share, subject to shareholder approval.
Shareholders are being asked to approve conversion of the new preferred shares into common stock, an amendment increasing authorized common shares from 15,000,000 to 100,000,000, and potential adjournment of the special meeting if more votes are needed. A full conversion would raise total common shares to 26,964,072, leaving existing holders with about 15.24% of the company, a substantial dilution.
The board says the private placement was needed after a $22.9 million net loss in 2025 and a further $5.7 million loss in Q1 2026, which left BayFirst National Bank below well-capitalized levels. Pro forma, Tier 1 leverage at the bank would improve from 6.54% to 10.06%, and risk-based capital ratios would also rise, supporting regulatory compliance and a plan to return to community banking profitability under new CEO Alfred T. Rogers Jr.