BayFirst Financial Corp.
For the period ended Dec 31, 2025. Filed Mar 27, 2026.
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FY2025 · Filed Mar 27, 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 | |
| o | TRANSITION 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)
| Florida | 59-3665079 |
|---|---|
| (State or other jurisdiction ofincorporation or organization) | (I.R.S. EmployerIdentification No.) |
| 700 Central AvenueSt. Petersburg, Florida | 33701 |
| (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 class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common stock | BAFN | The 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 filer | o | Accelerated filer | o |
|---|---|---|---|
| Non-accelerated filer | x | Smaller reporting company | x |
| Emerging growth company | x | ||
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 I | 3 | |
| Item 1. | Business | 3 |
| Item 1A. | Risk Factors | 15 |
| Item 1B. | Unresolved Staff Comments | 26 |
| Item 1C. | Cybersecurity | 27 |
| Item 2. | Properties | 28 |
| Item 3. | Legal Proceedings | 28 |
| Item 4. | Mine Safety Disclosures | 28 |
| Part II | 29 | |
| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 29 |
| Item 6. | [Reserved] | 29 |
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 29 |
| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | 48 |
| Item 8. | Financial Statements and Supplementary Data | 49 |
| Item 9. | Changes in and Disagreements With Accountants on Accounting and Financial Disclosures | 97 |
| Item 9A. | Controls and Procedures | 98 |
| Item 9B. | Other Information | 98 |
| Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 98 |
| Part III | 98 | |
| Item 10. | Directors, Executive Officers and Corporate Governance | 99 |
| Item 11. | Executive Compensation | 103 |
| Item 12. | Security Ownership of Certain Beneficial Owner and Management and Related Stockholder Matters | 108 |
| Item 13. | Certain Relationships and Related Transactions, and Director Independence | 109 |
| Item 14. | Principal Accounting Fees and Services | 109 |
| Part IV | 110 | |
| Item 15. | Exhibits and Financial Statement Schedules | 110 |
| Signatures | 112 | |
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 Losses | FFIEC: Federal Financial Institutions Examination Council |
|---|---|
| AFS: Available for Sale | FHLB: Federal Home Loan Bank |
| AIO: Architecture, Infrastructure, and Operations | FNBB: First National Bankers Bank |
| ALCO: Asset-Liability Committee | FOMC: Federal Open Market Committee |
| AOCI: Accumulated Other Comprehensive Income | FRB: Federal Reserve Bank |
| ASC: FASB Accounting Standards Codification | FVO: Fair Value Option |
| ASU: FASB Accounting Standards Update | GAAP: Generally Accepted Accounting Principles |
| BHCA: Bank Holding Company Act of 1956, as amended | HFI: Held for Investment |
| BOLI: Bank Owned Life Insurance | HFS: Held for Sale |
| BSA: Bank Secrecy Act of 1970 | HTM: Held to Maturity |
| CARES Act: Coronavirus Aid, Relief, and Economic Security Act | IRA: Individual Retirement Account |
| CBLR: Community Bank Leverage Ratio | ISO: Information Security Officer |
| CDARS: Certificate of Deposit Account Registry Services | IT: Information Technology |
| CECL: Current Expected Credit Losses | JOBS Act: Jumpstart Our Business Startups Act of 2012 |
| CEO: Chief Executive Officer | LGD: Loss Given Default |
| CET1: Common Equity Tier 1 Capital | LHFS: Loans Held for Sale |
| CFPB: Consumer Financial Protection Bureau | MMDA: Money Market Deposit Account |
| C&I: Commercial and Industrial | NOW: Negotiable Order of Withdrawal |
| CRO: Chief Risk Officer | NSPP: Non-Qualified Stock Purchase Plan |
| CTO: Chief Technology Officer | OCC: Office of the Comptroller of the Currency |
| Dodd-Frank Act: Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 | OREO: Other Real Estate Owned |
| DRIP: Dividend Reinvestment Plan | OTTI: Other-Than-Temporary Impairment |
| EGC: Emerging Growth Company | PCAOB: Public Company Accounting Oversight Board |
| EPS: Earnings per Share | PD: Probability of Default |
| Equity Plan: The Amended and Restated 2017 Equity Incentive Plan | PPP: Paycheck Protection Program |
| ESG: Environmental, Social, and Governance | ROU: Right of Use |
| ESOP: Employee Stock Ownership Plan | SBA: Small Business Administration |
| Exchange Act: Securities Exchange Act of 1934 | SEC: U.S. Securities and Exchange Commission |
| FASB: Financial Accounting Standards Board | SOFR: Secured Overnight Financing Rate |
| FBCA: Florida Business Corporation Act | U.S.: United States |
| FDIA: Federal Deposit Insurance Act | USDA: United States Department of Agriculture |
| FDIC: Federal Deposit Insurance Corporation | USDA B&I: United States Department of Agriculture Business and Industry |
| FDICIA: Federal Deposit Insurance Corporation Improvement Act | WARM: Weighted Average Remaining Life |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.