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BayFirst Financial Corp.

For the period ended Dec 31, 2025. Filed Mar 27, 2026.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Mar 27, 2026

BAFN$6.00+4.9%Stored close · as of Nov 9, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

For the fiscal period ended December 31, 2025
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to

Commission file number 001-41068

(Exact name of registrant as specified in its charter)

Florida59-3665079
(State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification No.)
700 Central AvenueSt. Petersburg, Florida33701
(Address of Principal Executive Offices)(Zip Code)

(727)440-6848

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stockBAFNThe Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes Nox

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated fileroAccelerated filero
Non-accelerated filerxSmaller reporting companyx
Emerging growth companyx

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No ☒

The aggregate market value of the voting and non-voting common stock held by non-affiliates of the Registrant, computed by reference to the $14.00 per share selling price of the common stock on June 30, 2025 was $49,311,868

The registrant had outstanding 4,108,072 shares of common stock as of March 16, 2026.

Page
Part I3
Item 1.Business3
Item 1A.Risk Factors15
Item 1B.Unresolved Staff Comments26
Item 1C.Cybersecurity27
Item 2.Properties28
Item 3.Legal Proceedings28
Item 4.Mine Safety Disclosures28
Part II29
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities29
Item 6.[Reserved]29
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations29
Item 7A.Quantitative and Qualitative Disclosures About Market Risk48
Item 8.Financial Statements and Supplementary Data49
Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosures97
Item 9A.Controls and Procedures98
Item 9B.Other Information98
Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections98
Part III98
Item 10.Directors, Executive Officers and Corporate Governance99
Item 11.Executive Compensation103
Item 12.Security Ownership of Certain Beneficial Owner and Management and Related Stockholder Matters108
Item 13.Certain Relationships and Related Transactions, and Director Independence109
Item 14.Principal Accounting Fees and Services109
Part IV110
Item 15.Exhibits and Financial Statement Schedules110
Signatures112

Glossary of Acronyms and Abbreviations

The acronyms and abbreviations identified below may be used throughout this Annual Report on Form 10-K or in our other SEC filings. You may find it helpful to refer back to this page while reading this report.

ACL: Allowance for Credit LossesFFIEC: Federal Financial Institutions Examination Council
AFS: Available for SaleFHLB: Federal Home Loan Bank
AIO: Architecture, Infrastructure, and OperationsFNBB: First National Bankers Bank
ALCO: Asset-Liability CommitteeFOMC: Federal Open Market Committee
AOCI: Accumulated Other Comprehensive IncomeFRB: Federal Reserve Bank
ASC: FASB Accounting Standards CodificationFVO: Fair Value Option
ASU: FASB Accounting Standards UpdateGAAP: Generally Accepted Accounting Principles
BHCA: Bank Holding Company Act of 1956, as amendedHFI: Held for Investment
BOLI: Bank Owned Life InsuranceHFS: Held for Sale
BSA: Bank Secrecy Act of 1970HTM: Held to Maturity
CARES Act: Coronavirus Aid, Relief, and Economic Security ActIRA: Individual Retirement Account
CBLR: Community Bank Leverage RatioISO: Information Security Officer
CDARS: Certificate of Deposit Account Registry ServicesIT: Information Technology
CECL: Current Expected Credit LossesJOBS Act: Jumpstart Our Business Startups Act of 2012
CEO: Chief Executive OfficerLGD: Loss Given Default
CET1: Common Equity Tier 1 CapitalLHFS: Loans Held for Sale
CFPB: Consumer Financial Protection BureauMMDA: Money Market Deposit Account
C&I: Commercial and IndustrialNOW: Negotiable Order of Withdrawal
CRO: Chief Risk OfficerNSPP: Non-Qualified Stock Purchase Plan
CTO: Chief Technology OfficerOCC: Office of the Comptroller of the Currency
Dodd-Frank Act: Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010OREO: Other Real Estate Owned
DRIP: Dividend Reinvestment PlanOTTI: Other-Than-Temporary Impairment
EGC: Emerging Growth CompanyPCAOB: Public Company Accounting Oversight Board
EPS: Earnings per SharePD: Probability of Default
Equity Plan: The Amended and Restated 2017 Equity Incentive PlanPPP: Paycheck Protection Program
ESG: Environmental, Social, and GovernanceROU: Right of Use
ESOP: Employee Stock Ownership PlanSBA: Small Business Administration
Exchange Act: Securities Exchange Act of 1934SEC: U.S. Securities and Exchange Commission
FASB: Financial Accounting Standards BoardSOFR: Secured Overnight Financing Rate
FBCA: Florida Business Corporation ActU.S.: United States
FDIA: Federal Deposit Insurance ActUSDA: United States Department of Agriculture
FDIC: Federal Deposit Insurance CorporationUSDA B&I: United States Department of Agriculture Business and Industry
FDICIA: Federal Deposit Insurance Corporation Improvement ActWARM: Weighted Average Remaining Life
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