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 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.
BayFirst Financial Corp. CEO and President Alfred Tate Rogers Jr. filed an initial ownership report showing indirect holdings of Series D Preferred Stock through several entities, each convertible into common stock. The filing also notes that he personally owns 400 shares of Series D Preferred Stock.
All outstanding Series D Preferred Stock will automatically convert into common shares after shareholder approval and required filings. A shareholder meeting is scheduled for July 14, 2026 to vote on this conversion; if approved, conversion will occur on that date.
BayFirst Financial Corp. reports that the Federal Reserve Bank of Atlanta has issued its non-objection to appoint Alfred ("Al") T. Rogers, Jr. as President, Chief Executive Officer, principal executive officer, and board member. Rogers had already assumed these roles, and the filing highlights his long banking career and prior leadership at several regional banks.
INTERPLUS RE LIMITED reports beneficial ownership of 220,000 shares of BayFirst Financial Corp. The filing states INTERPLUS RE LIMITED beneficially owns 220,000 shares of common stock, representing 5.355% of the class as reported on 05/12/2026. The filer indicates sole voting and sole dispositive power over those shares.
BayFirst Financial Corp. seeks shareholder approval at a Special Meeting on July 14, 2026 to (1) authorize the conversion/exchange of issued Series D and Series E preferred shares into common stock following an April 28, 2026 private placement that raised $80,000,000; (2) amend the articles of incorporation to increase authorized common shares from 15,000,000 to 100,000,000; and (3) permit adjournment to solicit additional proxies.
The Private Placement comprised 4,000 Series D and 4,000 Series E shares at $10,000 per share, each initially convertible at an effective conversion price of $3.50, implying 22,856,000 common shares upon Full Conversion. The Board recommends a vote FOR all proposals, characterizing the transaction as necessary to restore regulatory capital ratios and permit a shareholder-directed public offering of up to 4,108,072 common shares at $3.50 per share to existing shareholders.
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.
BayFirst Financial Corp. director Barbara J. Zipperian reported a tax-related share disposition, not an open-market sale. On May 15, 2026, 99 shares of common stock at $6.49 per share were withheld by the company to cover tax obligations tied to restricted stock awards. After this withholding, she directly holds about 4,985.10 shares, and no option exercises or open-market trades were reported.
BayFirst Financial Corp. director Derek Steven Berset reported a tax-related share disposition. On May 15, 2026, 99 shares of common stock were withheld at $6.49 per share to cover tax obligations tied to restricted stock awards. This was not an open-market sale, and Berset now directly holds about 70,233 shares of BayFirst common stock.
BayFirst Financial Corp. director Bradly William Spoor reported routine share movements involving company common stock. The filing shows 99 shares were withheld at $6.49 per share to cover tax obligations on restricted stock awards, which the footnote clarifies is not an open-market sale. After these entries, he holds 2,954.1931 shares directly and 21,927.5390 shares indirectly through S5 Consulting, LLC.
BayFirst Financial Corp. director Christos Politis reported a small, non-market transaction related to restricted stock awards. On the transaction date, 99 shares of common stock were withheld by the company at $6.49 per share to cover tax obligations, leaving him with 43,612 shares directly owned. The footnote clarifies this was tax withholding and not an open-market sale.