| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock |
| (b) | Name of Issuer:
BayFirst Financial Corp |
| (c) | Address of Issuer's Principal Executive Offices:
700 Central Avenue, St. Petersburg,
FLORIDA
, 33701. |
| Item 2. | Identity and Background |
|
| (a) | Kenneth R. Lehman |
| (b) | 122 North Gordon Road, Ft. Lauderdale, Florida 33301 |
| (c) | Mr. Lehman is a private investor. |
| (d) | During the last five years, he has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), a result of which was or is him being subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (e) | During the last five years, he has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, a result of which was or is him being subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | Mr. Lehman is a United States citizen. |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | This amendment corrects Mr. Lehman's total holdings of Company common stock. His initial acquisition of Company common stock was overstated by 72,000 shares. Mr. Lehman acquired 749,535 shares as the backstop purchaser in the Company's recent rights offering, pursuant to the Form S-1 with File No. 333-295447. He acquired those shares on October 8, 2026, with his personal and Roth IRA funds. |
| Item 4. | Purpose of Transaction |
| | Mr. Lehman acquired his shares because he believes they represent a prudent investment. Mr. Lehman is a member of the boards of directors of the Company and its subsidiary, BayFirst National Bank. Mr. Lehman intends to review continuously his investment in the Company, including the Company's business, financial condition, results of operations, capital structure, management, competitive position, and prospects, as well as general economic, financial market, and industry conditions. Depending on such review and on other factors, including the market price of the Common Stock, conditions in the securities markets generally, general economic and industry conditions, Mr. Lehman's financial condition and investment considerations, and other factors Mr. Lehman deems relevant, Mr. Lehman may, from time to time and at any time, in the open market, in privately negotiated transactions, or otherwise: (i) acquire additional shares of Common Stock or other securities of the Company, including pursuant to the gross-up rights described in Item 6 below; (ii) dispose of all or a portion of the shares of Common Stock or other securities of the Company that he now holds or may hereafter acquire; (iii) engage in discussions with the Company's management, board of directors, other stockholders, or other parties concerning the business, operations, governance, management, strategy, or capital structure of the Company; or (iv) take any other action with respect to the Company or any of its securities in any manner permitted by law.Except as described in this Schedule 13D, Mr. Lehman does not currently have any plans or proposals that relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. Mr. Lehman reserves the right to change his plans and intentions at any time, as he deems appropriate, and to take any and all actions that he deems appropriate to maximize the value of his investment. There can be no assurance that Mr. Lehman will take any of the actions described above. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Mr. Lehman has and exercises sole investment and voting authority over all 12,177,535 shares, which represents 39.19% of the outstanding shares of the Company's common stock. |
| (b) | 12,177,535 |
| (d) | Mr. Lehman personally has title to 7,966,800 shares and his Roth IRA has title to 4,210,735 shares. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | Pursuant to the terms of the Securities Purchase Agreement (Exhibit 99.1 hereto), Mr. Lehman has gross-up rights to acquire from the Company any equity or equity-linked securities (with certain exceptions) offered by the Company in order to enable him to maintain his proportionate ownership interest in the Company as immediately prior to such issuance. |
| Item 7. | Material to be Filed as Exhibits. |
| | 99.1 Securities Purchase Agreement, dated April 28, 2026 (incorporated by reference from Exhibit 10.1 to the Company's Form 8-K filed on April 30, 2026) |
