BayFirst Financial Corp.

Current report

The loan sale to Banesco USA will not be completed unless important conditions are satisfied or waived, including approval by SBA.

Current report

Specified conditions set forth in the Loan Sale Agreement must be satisfied or waived to complete the sale to Banesco USA. If the conditions are not satisfied or waived, including Banesco USA’s receipt of the approval of the SBA, the loan sale will not occur or will be delayed, and the Company will not obtain the intended benefits of the transaction. In such instance, our earnings, liquidity, and regulatory environment may be adversely impacted.

Current report

We may need additional capital in the future, but such capital may not be available when needed.

Current report

We may need to obtain additional debt or equity financing to meet our capital needs, absorb losses, fund future growth, or meet the requirements of our regulators. Our ability to maintain capital at required levels depends on many factors, including our financial performance, asset quality, loan growth, dividend policy, and the overall condition of the capital markets. We cannot guarantee that any needed financing will be available to us on acceptable terms or at all. If our financial performance is unsatisfactory, if financial market participants have an unfavorable view of the Company and its performance, or if negative economic events or disruptions in the capital markets occur, it may not be possible for us to find sources of sufficient capital for our business operations. If we are unable to obtain future financing, we may become subject to regulatory enforcement actions, not be able to resume paying dividends or repurchasing stock, not be able to grow, and experience other adverse effects to our business, financial condition, and results of operations.

Current report

On July 28, 2025, the Company’s Board of Directors approved the temporary suspension of the Company’s quarterly cash dividends on its 9% Series A Cumulative Nonconvertible Preferred Stock, 8% Series B Cumulative Convertible Preferred Stock, and 11% Series C Cumulative Convertible Preferred Stock commencing with the October 2025 dividend. As of the date of this September 30, 2025 Quarterly Report on Form 10-Q, an aggregate of $385,353 in dividends had accrued.

Previous report

The Inflation Reduction Act of 2022 created a new nondeductible 1% excise tax on repurchases of corporate stock by certain publicly traded corporations or their specified affiliates after December 31, 2022. The tax is imposed on the fair value of the stock of a covered corporation that is repurchased in a given year, less the fair market value of any stock issued in that year. A “covered corporation” is any domestic corporation whose stock is traded on an established securities market, such as Nasdaq. The excise tax applies to all of the stock of a covered corporation regardless of whether the corporation has profits or losses. The act contains several exceptions to the excise tax, including, but not limited to, any repurchase of stock: in which the total value of the repurchased stock in a given year does not exceed $1,000,000; that is contributed to an employer sponsored retirement plan or other similar stock compensation plan; that is taxed as a dividend. The impact of the Inflation Reduction Act of 2022 on our consolidated financial statements will be dependent on the extent of stock repurchases made in future periods.

Previous report

The following table sets forth information regarding the Company’s repurchase of shares of its outstanding common stock during the three months ended June 30, 2025.

Previous report

Under applicable state law, Florida corporations are not permitted to retain treasury stock. As such, the price paid for the repurchased shares reduces the amount of common stock on the consolidated balance sheet. As of June 30, 2025, total shares repurchased for $335,111 had been redeemed since the Repurchase Program was implemented. The repurchased shares remain authorized, unissued shares.