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BayFirst Financial Corp.

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

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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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Note

BAYFIRST FINANCIAL CORP.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Dollars in thousands, except per share data)

NOTE 6 –FAIR VALUE

Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There are three levels of inputs that may be used to measure fair values:

Level 1 – Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access at the measurement date.

Level 2 – Significant other observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, and other inputs that are observable or can be corroborated by observable market data.

Level 3 – Significant unobservable inputs that reflect a Company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The following is a description of the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy.

Investment Securities Available for Sale: The fair values of investment securities available for sale are determined by matrix pricing, which is a mathematical technique used to value debt securities without relying exclusively on quoted prices for the specific investment securities, but rather by relying on the investment securities’ relationship to other benchmark quoted investment securities (Level 2). Management obtains the fair values of investment securities available for sale on a monthly basis from a third party pricing service.

Government Guaranteed Loans HFI, at Fair Value: The Company has elected to account for certain government guaranteed loans HFI at fair value. Fair value is calculated based on the present value of estimated future payments (Level 3). The valuation model uses interest rate, prepayment speed, and default rate assumptions that market participants would use in estimating future payments. Whenever available, the present value is validated against available market data.

Individually Evaluated Loans: Periodically, the Company records nonrecurring adjustments to the carrying value of loans based on fair value measurements for partial charge-offs of the uncollectible portions of those loans. Nonrecurring adjustments can also include certain impairment amounts for collateral-dependent loans calculated when establishing the ACL. Loans are considered collateral dependent when the Company has determined that foreclosure of the collateral is probable or when a borrower is experiencing financial difficulty and the loan is expected to be repaid substantially through the operation or sale of collateral. A collateral dependent loan’s ACL is measured based on the difference between the fair value of the collateral and the amortized cost basis of the loan as of the measurement date. Fair value of the loan’s collateral is determined by appraisals, independent valuation, or management’s estimation of fair value which is then adjusted for the cost related to liquidation of the collateral. Collateral dependent loans are generally classified as Level 3 based on management’s judgment and estimation.

Other Real Estate Owned: Other real estate owned assets are recorded at fair value less estimated costs to sell upon the transfer of a loan to other real estate owned and, subsequently, continue to be measured and carried at fair value. The fair value of other real estate owned is based on recent real estate appraisals which are generally updated annually. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales, cost, and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are usually significant and typically result in a Level 3 classification of the inputs for determining fair value.

Appraisals for other real estate owned are performed by certified general appraisers (for commercial properties) or certified residential appraisers (for residential properties) whose qualifications and licenses have been reviewed and verified by either the Company or the Company's appraisal services vendor. Once received, management reviews the assumptions and approaches utilized in the appraisal as well as the overall resulting fair value in comparison with independent data sources such as recent market data or industry-wide statistics. Management compares the best-efforts price of collateral that has been sold to the most recent appraised value to determine what additional adjustment should be made to the appraised value to arrive at fair value.

BAYFIRST FINANCIAL CORP.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Dollars in thousands, except per share data)

Repossessed Assets: Repossessed assets arerecorded at fair value less estimated costs to sell upon the transfer of a loan to repossessed assets. The fair value of a repossessed asset, upon initial recognition, is estimated using a market approach or based on observable market data, such as a current appraisal, recent sale price of similar assets, or assumptions specific to the individual property or equipment, such as management applied discounts used to further reduce values to a net realizable value when observable inputs become stale.

Assets measured at fair value on a recurring basis at December 31, 2025 are summarized below. There were no liabilities carried at fair value on a recurring basis at December 31, 2025.

Quoted Prices inActive Marketsfor Identical Assets(Level 1)SignificantOtherObservableInputs(Level 2)SignificantUnobservableInputs(Level 3)Total
Financial assets
Investment securities available for sale$—$29,363$—$29,363
Government guaranteed loans HFI, at fair value——54,07654,076

Assets measured at fair value on a recurring basis at December 31, 2024 are summarized below. There were no liabilities carried at fair value on a recurring basis at December 31, 2024.

Quoted Prices inActive Marketsfor Identical Assets(Level 1)SignificantOtherObservableInputs(Level 2)SignificantUnobservableInputs(Level 3)Total
Financial assets
Investment securities available for sale$—$36,291$—$36,291
Government guaranteed loans HFI, at fair value——60,83360,833

There were no transfers between levels for assets and liabilities recorded at fair value on a recurring basis during the reported periods.

Financial Instruments Recorded Using Fair Value Option

The Company elected the fair value option for certain of its government guaranteed loans HFI as the Company believed that fair value was the best indicator of the resolution of those loans at that time. Depending on market conditions and liquidity needs of the Company, management determined whether it was advantageous to hold or sell government guaranteed loans on a loan-by-loan basis. The portion of these loans guaranteed by the government are generally readily marketable in the secondary market and the portion of the loans that are not guaranteed may be sold periodically to other third party financial institutions. Interest income on these loans is recorded based on the contractual term of the loan and in accordance with the Company’s policy on other loans HFI.

BAYFIRST FINANCIAL CORP.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Dollars in thousands, except per share data)

The following tables provide more information about the fair value carrying amount and the unpaid principal outstanding of HFI government guaranteed loans measured at fair value at December 31, 2025 and December 31, 2024.

December 31, 2025
Total LoansNonaccrual(1)90 Days or More Past Due(1)
Fair Value Carrying AmountUnpaid Principal BalanceFair Value Gain (Loss)Fair Value Carrying AmountUnpaid Principal BalanceFair Value Gain (Loss)Fair Value Carrying AmountUnpaid Principal BalanceFair Value Gain (Loss)
Real estate - commercial$10,348$10,420$(72)$420$447$(27)$—$—$—
Commercial and industrial43,72850,165(6,437)1,1167,382(6,266)———
Total loans HFI, at fair value$54,076$60,585$(6,509)$1,536$7,829$(6,293)$—$—$—
December 31, 2024
Total LoansNonaccrual(1)90 Days or More Past Due(1)
Fair Value Carrying AmountUnpaid Principal BalanceFair Value Gain (Loss)Fair Value Carrying AmountUnpaid Principal BalanceFair Value Gain (Loss)Fair Value Carrying AmountUnpaid Principal BalanceFair Value Gain (Loss)
Real estate - commercial$15,136$15,075$61$—$—$—$—$—$—
Commercial and industrial45,69746,981(1,284)1,4912,630(1,139)———
Total loans HFI, at fair value$60,833$62,056$(1,223)$1,491$2,630$(1,139)$—$—$—

(1) The nonaccrual and 90 days or more past due loan balances do not include the portion of government guaranteed loan balances.

The total amount of net gains and losses from changes in fair value and interest income included in earnings for the year ended December 31, 2025 and December 31, 2024 for government guaranteed loans HFI, at fair value, were as follows:

Year Ended December 31,
20252024
Interest income$8,063$9,530
Change in fair value(1,075)9,843
Total gain, net$6,988$19,373

Changes in fair value for government guaranteed loans HFI, at fair value, were included in Government guaranteed loans fair value gain (loss), net on the Consolidated Statements of Income.

BAYFIRST FINANCIAL CORP.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Dollars in thousands, except per share data)

The table below presents a reconciliation of government guaranteed loans HFI, at fair value, which were valued on a recurring basis and used significant unobservable inputs (Level 3) for the year ended December 31, 2025 and December 31, 2024:

Year Ended December 31,
20252024
Balance of government guaranteed loans HFI at fair value, beginning of period$60,833$91,508
New government guaranteed originations at fair value51,287105,754
Loans sold(35,049)(141,080)
Principal payments(9,944)(5,192)
Transfer to HFS(11,976)—
Total fair value gains (losses) during the period(1,075)9,843
Balance of government guaranteed loans HFI at fair value, end of period$54,076$60,833

The Company’s valuation of government guaranteed loans HFI, at fair value, was supported by an analysis prepared by an independent third party and approved by management. The approach to determine fair value involved several steps: 1) identifying each loan’s unique characteristics, including balance, payment type, term, coupon, age, and principal and interest payment; 2) projecting these loan level characteristics for the life of each loan; and 3) performing discounted cash flow modeling.

The following table provides information about the valuation techniques and unobservable inputs used in the valuation of government guaranteed loans HFI that fall within Level 3 of the fair value hierarchy at December 31, 2025 and December 31, 2024:

Fair Value · ValuationTechnique · Unobservable Inputs · Range (Weighted Average)
Government guaranteed loans HFI, at fair value$54,076DiscountedDiscount rate5.27%-8.77% (7.75%)
cash flowConditional prepayment rate8.61%-18.58% (11.16%)
Government guaranteed loans HFI, at fair value$60,833DiscountedDiscount rate6.07%-9.57% (8.69%)
cash flowConditional prepayment rate0.00%-18.13% (11.61%)

The significant unobservable inputs impacting the fair value measurement of government guaranteed loans HFI, at fair value, include discount rates and conditional prepayment rates. Increases in discount rates or prepayment rates would result in a lower fair value measurement. Although the prepayment rate and discount rate are not directly interrelated, they generally move in opposite directions. The discount rates and conditional prepayment rates were weighted by the relative principal balance outstanding of these loans.

BAYFIRST FINANCIAL CORP.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Dollars in thousands, except per share data)

Assets measured at fair value on a nonrecurring basis at December 31, 2025 are summarized below:

Fair ValueValuation Technique(s)SignificantUnobservableInput(s)Discount % AmountValuation Level
Individually evaluated loans$2,628Discounted appraisals, estimated net realizable value of collateralCollateral discounts10%3
Other real estate owned$400Discounted appraisals, estimated net realizable value of collateralCollateral discounts10%3
Repossessed assets$263Discounted appraisals, estimated net realizable value of collateralCollateral discounts10%3

Assets measured at fair value on a nonrecurring basis at December 31, 2024 are summarized below:

Fair ValueValuation Technique(s)SignificantUnobservableInput(s)Discount % AmountValuation level
Individually evaluated loans$2,709Discounted appraisals, estimated net realizable value of collateralCollateral discounts10%3
Other real estate owned$132Discounted appraisals, estimated net realizable value of collateralCollateral discounts10%3
Repossessed assets$36Discounted appraisals, estimated net realizable value of collateralCollateral discounts10%3

BAYFIRST FINANCIAL CORP.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Dollars in thousands, except per share data)

Fair Value of Financial Instruments

The carrying values and estimated fair values of financial instruments not carried at fair value, at December 31, 2025 and December 31, 2024 are as follows:

December 31, 2025 · December 31, 2024
LevelCarrying ValueFair ValueCarrying ValueFair Value
Assets:
Cash and cash equivalents1$206,982$206,982$77,788$77,788
Time deposits in banks2——2,2702,212
Investment securities held to maturity22,4932,3842,4882,346
Nonmarketable equity securities, at cost24,6564,6564,5264,526
Loans HFI, at amortized cost3887,822900,200990,214986,406
Accrued interest receivable28,4218,4219,1559,155
Government guaranteed loan servicing rights312,58016,04116,53419,473
Liabilities:
Noninterest-bearing deposit accounts2$95,731$95,731$101,743$101,743
Interest-bearing transaction accounts2231,227231,227256,793256,793
Savings and money market deposit accounts2454,639454,639474,425474,425
Time deposits2402,341403,394310,268307,925
Subordinated notes25,9625,8775,9565,511
Notes payable21,5931,5901,9341,919
Accrued interest payable21,1331,1331,0361,036

NOTE 7 –GOVERNMENT GUARANTEED LOAN SERVICING ACTIVITIES

At December 31, 2025 and December 31, 2024, the balance of government guaranteed loans HFI, excluding PPP loans, retained by the Company was $302,986 and $425,963, respectively, of which $70,123 and $148,543 represented the guaranteed portion of the loans. Loans serviced for others are not included in the accompanying Consolidated Balance Sheets. The unpaid principal balances of government guaranteed loans serviced for others requiring recognition of a servicing asset were $885,505 and $1,056,665 at December 31, 2025 and December 31, 2024, respectively.

In December 2025, the Company sold SBA 7(a) loans with principal balance of $96,602 to Banesco USA as part of the Company’s restructure related to the discontinuance of SBA 7(a) lending. Of those loans, there were $26,749 of loans with a servicing asset of $1,691.

Activity for government guaranteed loan servicing rights for the year ended December 31, 2025 and December 31, 2024 follows:

Year Ended
December 31, 2025December 31, 2024
Beginning of period$16,534$14,959
Additions4,6657,833
Sold(1,691)—
Amortization(6,928)(6,258)
End of period$12,580$16,534

BAYFIRST FINANCIAL CORP.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Dollars in thousands, except per share data)

The fair value of government guaranteed loan servicing rights was $16,041 and $19,473 at December 31, 2025 and December 31, 2024, respectively. Fair value was determined using a weighted average discount rate of 13.88% and a weighted average prepayment speed of 11.16% at December 31, 2025. Fair value was determined using a weighted average discount rate of 14.63% and a weighted average prepayment speed of 11.97% at December 31, 2024. The government guaranteed loan servicing rights are amortized over the life of a loan on a loan-by-loan basis.

The following table presents the components of net gain on sale of government guaranteed loans for the year ended December 31, 2025 and December 31, 2024:

Year Ended
December 31, 2025December 31, 2024
Gain on sale of guaranteed portion of government guaranteed loans$7,055$20,419
Fair value of loan servicing rights created4,6657,833
Gain on sale of government guaranteed loans, net$11,720$28,252

NOTE 8 -PREMISES AND EQUIPMENT

Premises and equipment at December 31, 2025 and December 31, 2024 were as follows:

December 31, 2025December 31, 2024
Land and improvements$5,530$5,530
Building and improvements25,14625,130
Leasehold improvements3,0923,176
Furniture, fixtures, and equipment8,0287,987
Fixed assets in process—37
Total premises and equipment41,79641,860
Accumulated depreciation and amortization(10,608)(8,611)
Net premises and equipment (1)$31,188$33,249

(1)There wereno premises and equipment assets classified as assets from discontinued operations as of December 31, 2025 or December 31, 2024.

Depreciation and amortization expense was$2,188 and $2,464 for the year ended December 31, 2025 and December 31, 2024, respectively.

In December 2024, the Company sold 2 Bank owned branch buildings with a book value of$4,851, for a gain on sale of $11,649. These branch buildings were subsequently leased back to the Company and are reflected in Note 9 - Leases.

NOTE 9 –LEASES

On December 23, 2024, the Bank agreed to a sale-leaseback transaction with Mountainseed Real Estate Services, LLC (the “Buyer”), pursuant to which the Bank sold to the Buyertwo properties owned and operated as branch locations (the “Properties”) for an aggregate purchase price of$15,000, including customary closing adjustments. On December 31, 2024, the Bank also entered into triple net lease agreements (the “Lease Agreements”) with the Buyer under which the Bank leases each of the Properties, and pursuant to which the Bank is responsible for the insurance, real estate taxes, and maintenance and repairs for each of the properties. Each of the Lease Agreements became effective upon the closing and have an initial term of 15 years. The Bank’s obligations under the Lease Agreements are guaranteed by BayFirst Financial Corp.

As the rate implicit in the leases generally is not readily determinable for our operating leases, the discount rates used to determine the present value of our lease liability are based on our incremental borrowing rate at the lease commencement date and commensurate with the remaining lease term. Our incremental borrowing rate for a lease is the rate of interest we would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment.

BAYFIRST FINANCIAL CORP.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Dollars in thousands, except per share data)

For theyear ended December 31, 2025 and December 31, 2024, the components of total lease cost and supplemental information related to operating leases were as follows:

Year EndedDecember 31,
20252024
Operating lease cost$2,258$948
Short-term lease cost153118
Total lease cost, net (1)$2,411$1,066

(1)There wereno lease costs reported as discontinued operations for the year ended December 31, 2025 and $131 for the year ended December 31, 2024.

Year EndedDecember 31,
20252024
Cash flows related to operating lease liabilities984813
Right-of-use assets obtained in exchange for new operating lease liabilities—14,276

At December 31, 2025, the weighted average discount rate of operating leases was 7.07% and the weighted average remaining life of operating leases was 12.81 years.

The future minimum lease payments for operating leases, subsequent to December 31, 2025, as recorded on the balance sheet, are summarized as follows:

2026$2,119
20271,751
20281,313
20291,340
20301,366
Thereafter13,594
Total undiscounted lease payments$21,483
Less: imputed interest(8,219)
Net lease liabilities$13,264

NOTE 10 -DEPOSITS

The amount of each of the following categories of deposits at December 31, 2025 and December 31, 2024 was as follows:

December 31, 2025December 31, 2024
Noninterest-bearing deposit accounts$95,731$101,743
Interest-bearing transaction accounts231,227256,793
Money market accounts434,930455,519
Savings accounts19,70918,906
Subtotal781,597832,961
Total time deposits402,341310,268
Total deposits$1,183,938$1,143,229

At December 31, 2025 and December 31, 2024, the Company had $195,544 and $112,120, respectively, of brokered deposits. The aggregate amount of time deposits in denominations of $250 or more at December 31, 2025 and

BAYFIRST FINANCIAL CORP.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Dollars in thousands, except per share data)

December 31, 2024 was approximately $111,897 and $204,425, respectively. At December 31, 2025 the scheduled maturities of total time deposits were as follows:

Year
2026$318,112
202781,335
2028538
20291,741
2030615
Thereafter—
Total$402,341

NOTE 11 –OTHER BORROWINGS

At December 31, 2025 and December 31, 2024, the Company hadno borrowings outstanding from the FHLB or FRB.

The Bank is a member of the FHLB of Atlanta, which provides short- and long-term funding collateralized by mortgage-related assets to its members. FHLB short-term borrowings bear interest at variable rates set by the FHLB. Any advances that the Bank were to obtain would be secured by a blanket lien on $383,650 of real estate-related loans as of December 31, 2025. Based on this collateral and the Bank's holdings of FHLB stock, the Bank was eligible to borrow up to $187,142 from the FHLB at December 31, 2025.

In addition, the Bank has a secured line of credit with the Federal Reserve Bank of Atlanta which was secured by $56,092 of commercial loans as of December 31, 2025. FRB short-term borrowings bear interest at variable rates based on the FOMC's target range for the federal funds rate. Based on this collateral, the Bank was eligible to borrow up to $32,124 from the FRB at December 31, 2025.

The Company has $6,000 of Subordinated Notes (the “Notes”) that mature June 30, 2031 and are redeemable after 5 years which is June 30, 2026. The Notes carry interest at a fixed rate of 4.50% per annum for the initial 5 years of term and carry interest at a floating rate for the final 5 years of term after June 30, 2026. Under the note agreements, the floating rates are based on a SOFR benchmark plus 3.78% per annum.

On December 29, 2025, the Company and the holders of the Company’s Notes entered into an Amendment to the Notes (the “Amendment”), effective as of December 26, 2025. Pursuant to the Amendment, instead of the Company paying interest on the Notes, the outstanding principal of the Notes shall be increased by the amount of interest due as of the date of the Amendment and that becomes due through and including June 30, 2026. In addition, if the Company does not pay all amounts due on the Notes by June 30, 2026, at the Company’s option, (i) it shall pay the holders 3.00% of the outstanding principal of the Notes, or (ii) the principal of the Notes shall be increased by 3.00%.

The balance of Notes outstanding at the Company, net of offering costs, amounted to $5,962 and $5,956 at December 31, 2025 and December 31, 2024, respectively.

The Company has a term note with quarterly principal and interest payments with interest at Prime (6.75% at December 31, 2025). The note matures on March 10, 2029 and the balance of the note was $1,593 and $1,934 at December 31, 2025 and December 31, 2024, respectively. The note is secured by 100% of the stock of the Bank and requires the Company to comply with certain loan covenants during the term of the note. On December 30, 2025, lender agreed that the Company may defer the quarterly interest payment due December 10, 2025 on its term loan until March 10, 2026.

NOTE 12 –STOCK-BASED COMPENSATION

The Equity Plan governs the Company’s restricted stock grants and stock options. Total compensation cost charged against income related to the Equity Plan was $184 and $479 for the year ended December 31, 2025 and December 31, 2024, respectively.

Restricted Stock

The Company awarded shares of restricted common stock to certain employees and directors for which compensation expense is recognized ratably over the vesting period of the awards based on the fair value of the stock at issue date.

BAYFIRST FINANCIAL CORP.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Dollars in thousands, except per share data)

A summary of changes in the Company’s nonvested restricted shares for the year ended December 31, 2025 and December 31, 2024 follows:

SharesWeighted-AverageGrant-DateFair Value, per share
Nonvested at January 1, 202547,485$14.54
Granted25,80015.78
Vested(25,380)(13.38)
Forfeited(14,155)(15.66)
Nonvested at December 31, 202533,750$15.87
SharesWeighted-AverageGrant-DateFair Value, per share
Nonvested at January 1, 202452,195$18.75
Granted30,65011.70
Vested(34,235)(18.36)
Forfeited(1,125)(16.05)
Nonvested at December 31, 202447,485$14.54

At December 31, 2025, there was $333 of total unrecognized compensation cost related to nonvested restricted shares granted under the Equity Plan that is expected to be recognized over a weighted average period of 1.3 years. The total fair value of shares vested during the year ended December 31, 2025 and December 31, 2024 on the vesting date was $380 and $440, respectively.

Stock Options

The Equity Plan permits the grant of stock options to the Company’s employees and directors for up to 15% of the total number of shares of Company common stock issued and outstanding, up to 1,500,000 shares. Option awards are

granted with an exercise price equal to the market price of the Company’s common stock at the date of grant. The market price of the Company’s common stock is the closing sales price of the Common Stock on Nasdaq on the date of the grant. Those option awards generally have a vesting period of 5 years for employees and 3 years for directors and have 10-year contractual terms.

The fair value of each option award is estimated on the date of grant using a closed form option valuation (Black-Scholes) model that uses the assumptions noted in the table below. Expected volatility is based on an average of historical volatility of peer financial institutions. The expected term of options granted represents the period of time that options granted are expected to be outstanding, which takes into account that the options are not transferable. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of the grant.

BAYFIRST FINANCIAL CORP.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Dollars in thousands, except per share data)

A summary of the activity in the Equity Plan for the year ended December 31, 2025 and December 31, 2024 follows:

SharesWeightedAverageExercisePriceWeightedAverageRemainingContractualTerm (in years)AggregateIntrinsicValue
Outstanding at January 1, 2025364,063$15.68
Exercised(1,050)(14.67)
Forfeited(3,780)(15.14)
Outstanding at December 31, 2025359,233$15.683.54$—
Vested and exercisable at December 31, 2025356,143$15.693.53$—
SharesWeightedAverageExercisePriceWeightedAverageRemainingContractualTerm (in years)AggregateIntrinsicValue
Outstanding at January 1, 2024367,033$15.68
Forfeited(2,970)(15.52)
Outstanding at December 31, 2024364,063$15.684.65$—
Vested and exercisable at December 31, 2024349,385$15.714.61$—

There wereno options granted during the year ended December 31, 2025 or December 31, 2024. Total unrecognized compensation cost related to nonvested stock options granted under the Equity Plan was $1 at December 31, 2025. This cost is expected to be recognized over a weighted average period of 0.04 years.

NOTE 13 –OTHER BENEFIT PLANS

The Company has established a stock dividend reinvestment and stock purchase plan. Under the DRIP, eligible shareholders can voluntarily purchase stock with their dividend or can make additional stock purchases. For the year ended December 31, 2025 and December 31, 2024, there wereno shares issued.

All employees and Directors are eligible to participate in the NSPP. Expense recognized in relation to the NSPP for the year ended December 31, 2025 and December 31, 2024 was $17 and $23, respectively. During the year ended December 31, 2025,7,509 shares were purchased at an average price of$9.07. For the year ended December 31, 2024, there wereno shares issued.

The Company has a Salary Continuation Agreement (the “Agreement”) with the Company’s retired CEO. In accordance with the Agreement, the executive will receive an annual benefit of $25 fortwenty years following separation of service. The liability recorded for the Agreement was $316 and $327 at December 31, 2025 and December 31, 2024, respectively, and the related expense for the year ended December 31, 2025 was $14 and the related expense for the year ended December 31, 2024 was $1. Payments began in July 2024 as a result of the retirement of the CEO on December 31, 2023.

The Company has a 401(k) plan that covers all employees subject to certain age and service requirements. The Company contributes 3% of each employee’s salary each pay period as a safe harbor contribution. The Company may also match employee contributions each year at the discretion of the Board of Directors. There was no match of contributions in 2025 or 2024. Expense recognized in relation to the 401(k) plan was $835 and $961 for the year ended December 31, 2025 and December 31, 2024, respectively.

The Company had an ESOP for eligible employees with outstanding loans as a result of the acquisition of shares in 2021 and the termination of the nationwide residential lending division in 2022. On September 30, 2025, the Plan was terminated and the remaining 19,691 shares in the ESOP unallocated account with a fair value of $175 were returned to the Company in partial satisfaction of the outstanding balances on the ESOP loans. The ESOP accounts of the participants were 100% vested as of the date of the termination. As part of the termination of the plan, the Company forgave the indebtedness of the outstanding loans which totaled $365. There was$190 of expense related to the ESOP for the year ended December 31,

BAYFIRST FINANCIAL CORP.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Dollars in thousands, except per share data)

2025 and $43 expense for the year ended December 31, 2024. The Company’s ESOP, which was internally leveraged, did not report the loan receivable extended to the ESOP as an asset and did not report the ESOP debt due to the Company.

NOTE 14 –INCOME TAXES

The Company operates solely within the United States and has no foreign operations. Income tax expense (benefit) for the year ended December 31, 2025 and December 31, 2024 was as follows:

20252024
Current tax provision from continuing operations:
Federal$(466)$3,554
State(206)950
Total current tax provision from continuing operations(672)4,504
Deferred expense (benefit) from continuing operations:
Federal(5,732)(171)
State(1,489)(18)
Total deferred expense from continuing operations(7,221)(189)
Income tax expense (benefit) from continuing operations(7,893)4,315
Income tax benefit from discontinued operations—$(23)
Total$(7,893)$4,292

The effective tax rate differed from the federal statutory rate of 21% in 2025 and 2024. The summary of the differences are as follows:

2025 · 2024
Federal tax based on federal corporate statutory rate$(6,474)21.0%$3,571
Domestic state tax expense, net of federal benefit (1)(1,340)4.4%732
Changes resulting from:
BOLI income(158)0.5%(150)
Nondeductible Expenses63(0.2)%93
Other, net16(0.1)%69
Income tax expense (benefit) from continuing operations(7,893)25.6%4,315
Income tax benefit from discontinued operations——%(23)
Total income tax expense (benefit)$(7,893)25.6%$4,292
(1) State taxes in Florida make up the majority (greater than 50%) of the tax expense in this category

Cash taxes paid for the year ended December 31, 2025 was as follows:

Cash Taxes Paid2025
Federal$4,250
State
Florida850
Other196
Total$5,296

BAYFIRST FINANCIAL CORP.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Dollars in thousands, except per share data)

Deferred tax assets and liabilities at December 31, 2025 and December 31, 2024 were due to the following:

20252024
Deferred tax assets:
Allowance for credit losses$5,679$4,106
Net operating loss carryforward2,83316
Deferred loan fees—288
Discount on loans sold1,0421,159
Unrealized loss on available for sale securities6511,032
Operating lease liabilities3,3233,684
Accrued bonuses—288
Fair value adjustments on HFI government guaranteed loans and HFS loans1,631311
Other8411,050
Total gross deferred tax assets16,00011,934
Deferred tax liabilities:
Fair value adjustments on HFI government guaranteed loans and HFS loans——
Government guaranteed loan servicing rights(3,152)(4,197)
Deferred loan costs(1,915)(2,955)
Right-of-use operating lease assets(3,634)(4,015)
Depreciation(761)(1,068)
Total gross deferred tax liabilities(9,462)(12,235)
Net deferred tax asset (liabilities)$6,538$(301)

At December 31, 2025, the Company had $11,144 federal net operating loss carryforward and $10,608 of state net operating loss carryforward. At December 31, 2024, the Company hadno federal net operating loss carryforward and $16 of state net operating loss carryforward. The Company expects to fully utilize the net operating losses.

The Company follows the guidance of ASC Topic 740, Income Taxes, which prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. As of December 31, 2025, the Company had no uncertain tax positions that it believes should be recognized in the financial statements. The tax years still subject to examination by taxing authorities are years subsequent to 2021.

NOTE 15 –REGULATORY MATTERS

Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and, additionally for banks, prompt corrective action regulations, involve quantitative measures of assets, liabilities, and certain off-balance sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators. Failure to meet capital requirements can initiate regulatory action. Management believes that the Bank met capital adequacy requirements to which it was subject at December 31, 2025 and December 31, 2024.

Prompt corrective action regulations provide five classifications: well capitalized, adequately capitalized, undercapitalized, significantly unde rcapitalized, and critically undercapitalized, although these terms are not used to represent overall financial condition. The Bank must maintain a “well capitalized” rating to access brokered deposits without FDIC waiver. An “adequately capitalized” rating requires an FDIC waiver to access brokered deposits. If under capitalized, capital distributions are limited, as is asset growth and expansion, and capital restoration plans are required. At December 31, 2025, the Bank did meet all of its regulatory capital requirements to be well-capitalized.

In February 2019, the federal bank regulatory agencies issued a final rule that revised certain capital regulations under ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, and included a transition option that allows banking organizations to phase in, over a three year period, the day one adverse effects of adoption on their regulatory capital ratios (three year transition option). In connection with the adoption of ASC

BAYFIRST FINANCIAL CORP.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Dollars in thousands, except per share data)

326 on January 1, 2023, the Company recognized an after-tax cumulative effect reduction to retained earnings. The Company elected to adopt the three year transition option and the deferral has been applied in capital ratios presented below. Actual and required capital amounts and ratios for the Bank are presented below at December 31, 2025:

ActualRequired for CapitalAdequacy PurposesTo be WellCapitalized UnderPrompt CorrectiveAction Regulations
AmountRatioAmountRatioAmountRatio
Total Capital
(to Risk Weighted Assets)$98,56010.18%$77,4418.00%$96,80210.00%
Tier 1 Capital
(to Risk Weighted Assets)$86,3378.92%$58,0816.00%$77,4418.00%
Common Equity Tier 1 Capital
(to Risk Weighted Assets)$86,3378.92%$43,5614.50%$62,9216.50%
Tier 1 Capital
(to Average Assets)$86,3376.52%$52,9834.00%$66,2295.00%

Actual and required capital amounts and ratios for the Bank are presented below at December 31, 2024:

ActualRequired for CapitalAdequacy PurposesTo be WellCapitalized UnderPrompt CorrectiveAction Regulations
AmountRatioAmountRatioAmountRatio
Total Capital
(to Risk Weighted Assets)$124,42012.14%$81,9858.00%$102,48210.00%
Tier 1 Capital
(to Risk Weighted Assets)$111,58610.89%$61,4896.00%$81,9858.00%
Common Equity Tier 1 Capital
(to Risk Weighted Assets)$111,58610.89%$46,1174.50%$66,6136.50%
Tier 1 Capital
(to Average Assets)$111,5868.82%$50,5794.00%$63,2245.00%

Dividend Restrictions

Banking regulations limit the amount of dividends that may be paid. Approval by regulatory authorities is required if the effect of dividends declared would cause the regulatory capital of the Bank to fall below specified minimum levels. Approval is also required if dividends declared exceed the net profits of the Bank for that year combined with the retained net profits for the preceding two years. The Company has temporarily suspended common and preferred stock dividends, see Part II Item 3 of this report for additional information.

NOTE 16 –RELATED PARTY TRANSACTIONS

Loans to principal officers, directors, and their affiliates during 2025 and 2024 were as follows:

20252024
Balance at January 1$9,260$5,042
New loans1,4484,566
Repayments(472)(348)
Balance at December 31$10,236$9,260

Deposits from principal officers, directors, and their affiliates at December 31, 2025 and December 31, 2024 were $3,744 and $5,015, respectively.

BAYFIRST FINANCIAL CORP.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Dollars in thousands, except per share data)

The Company leases a portion of an office building from a related party of a Company Director. Rent payments related to these leases amounted to $670 and $692 for the year ended December 31, 2025 and December 31, 2024, respectively.

The Company entered into transactions during the normal course of business with an insurance agency that is a related party of two Company Directors. Payments to the insurance agency amounted to $444 and $374 for the year ended December 31, 2025 and December 31, 2024, respectively.

NOTE 17 –LOAN COMMITMENTS AND OTHER RELATED ACTIVITIES

Some financial instruments, such as loan commitments, credit lines, and letters of credit, are issued to meet customer financing needs. These are agreements to provide credit or to support the credit of others, as long as conditions established in the contract are met, and usually have expiration dates. Commitments may expire without being used. Off-balance sheet risk to credit loss exists up to the face amount of these instruments, although material losses are not anticipated. The same credit policies that are used for loans are used to make such commitments, including obtaining collateral at exercise of the commitment.

The contractual amounts of financial instruments with off-balance sheet risk at December 31, 2025 and December 31, 2024 were as follows:

December 31, 2025December 31, 2024
Unfunded loan commitments$1,257$21,174
Unused lines of credit207,665199,411
Standby letters of credit1,161276

All unused lines of credit at December 31, 2025 and December 31, 2024 were variable rate lines of credit and the majority of unfunded loan commitments at December 31, 2025 and December 31, 2024 were commitments to fund variable rate loans. Unfunded loan commitments are generally entered into for periods of 90 days or less.

The Company maintains an ACL for its off-balance sheet loan commitments which is calculated by loan type using estimated line utilization rates based on peer historical usage. Loss rates for outstanding loans are applied to the estimated utilization rates to calculate the ACL for off-balance sheet loan commitments. At December 31, 2025 and December 31, 2024, ACL for off-balance sheet loan commitments totaled $671 and $516, respectively.

BAYFIRST FINANCIAL CORP.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Dollars in thousands, except per share data)

NOTE 18 –EARNINGS PER COMMON SHARE

The following table sets forth the computation of basic and diluted earnings per common share for the year ended December 31, 2025 and December 31, 2024:

Year EndedDecember 31,
20252024
Basic:
Income (loss) from continuing operations$(22,937)$12,672
Loss from discontinued operations—(69)
Net income (loss)(22,937)12,603
Less: Preferred stock dividend paid and earned1,5411,541
Net income available to (loss attributable to) common shareholders$(24,478)$11,062
Weighted average common shares outstanding4,129,6554,133,082
Basic earnings (loss) per common share:
Continuing operations$(5.93)$2.69
Discontinued operations—(0.01)
Total$(5.93)$2.68
Diluted:
Income (loss) from continuing operations$(22,937)$12,672
Loss from discontinued operations—(69)
Net income (loss)(22,937)12,603
Less: Preferred stock dividend paid and earned1,5411,541
Add: Series B preferred stock and preferred C stock dividends—966
Net income available to (loss attributable to) common shareholders$(24,478)$12,028
Weighted average common shares outstanding for basic earnings per common share4,129,6554,133,082
Add: Dilutive effects of conversion of Series B preferred stock and Preferred C to common stock—455,426
Add: Dilutive effects of assumed exercises of stock options and warrants——
Average shares and dilutive potential common shares4,129,6554,588,509
Diluted earnings (loss) per common share:
Continuing operations$(5.93)$2.64
Discontinued operations—(0.02)
Total$(5.93)$2.62

The following securities outstanding at December 31, 2025 and December 31, 2024 have been excluded from the calculation of weighted average shares outstanding as their effect on the calculation of earnings (loss) per share are antidilutive:

Year EndedDecember 31,
20252024
Common stock options362,551365,680
Convertible Series B preferred stock3,2100
Convertible Series C preferred stock6,4460

BAYFIRST FINANCIAL CORP.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Dollars in thousands, except per share data)

NOTE 19 -SEGMENT INFORMATION

The Company’s revenue is primarily derived from the business of banking. The Company’s financial performance is monitored on a consolidated basis by senior management, who are considered to be the Bank’s Chief Operating Decision Maker (“CODM”). Senior management includes the following officers of the Company: Chief Executive Officer; President, Chief Operating Officer; and Executive Vice President, Chief Financial Officer.

All of the Company’s financial results are similar and considered by management to be aggregated intoone reportable operating segment. While the Company has assigned certain management responsibilities by branch location or department, the Company’s CODM evaluates financial performance on a Company-wide basis. The majority of the Company’s revenue is from the business of banking, and the Company’s branch locations have similar economic characteristics, products, services and customers. Accordingly, all of the Company’s operations are considered by the CODM to be aggregated inone reportable operating segment.

Financial performance is measured monthly and the primary measures of performance are net interest income after provision for credit losses, return on average assets, and return on average common equity, and significant operating expenses detailed below, as compared to the budget when assessing the Company’s segment. The allocation of resources throughout the Company is based on consolidated profitability. The presentation of financial performance is consistent with amounts and financial statement line items shown in the Company’s consolidated balance sheets and consolidated statements of income. Additionally, the Company’s significant expenses are adequately segmented by category and amount in the consolidated statements of income to include all significant items when considering both qualitative and quantitative factors. Significant expenses of the Company include interest on deposits and borrowings, professional fees, loan servicing and origination expenses, and compensation.

NOTE 20 –RESTRUCTURE CHARGES

On September 29, 2025, the Company signed a definitive agreement to sell a portion of the Company’s SBA 7(a) loan portfolio. In conjunction with the agreement, the Company planned to exit the SBA 7(a) lending business. The loan sale and exit of SBA 7(a) lending business was completed in the fourth quarter of 2025. The transaction resulted in restructure charges totaling $7,283, including $3,719 for employee compensation and benefits costs, $2,864 for recognition of asset impairment, $435 for the transaction deal cost, and $265 for miscellaneous charges. As of December 31, 2025, there were$443 of unpaid charges outstanding.

BAYFIRST FINANCIAL CORP.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Dollars in thousands, except per share data)

NOTE 21 –PARENT COMPANY ONLY FINANCIAL INFORMATION

Financial information of BayFirst Financial Corp. follows:

BALANCE SHEETS - PARENT COMPANY
December 31,
20252024
Assets:
Cash on deposit with subsidiary$769$479
Investment in subsidiary93,436117,669
Other assets1,1211,044
Total Assets$95,326$119,192
Liabilities:
Subordinated notes$5,962$5,956
Notes payable1,5931,934
Accrued interest payable17010
Accrued expenses and other liabilities32372
Total liabilities7,7578,272
Stockholders' equity:
Preferred stock, Series A; no par value, 10,000 shares authorized, 6,395 shares issued and outstanding; aggregate liquidation preference of $6,683 and $6,395 at December 31, 2025 and December 31, 2024, respectively6,1616,161
Preferred stock, Series B; no par value, 20,000 shares authorized, 3,210 shares issued and outstanding; aggregate liquidation preference of $3,338 and $3,210 at December 31, 2025 and December 31, 2024, respectively3,1233,123
Preferred stock, Series C; no par value, 10,000 shares authorized, 6,446 shares issued and outstanding; aggregate liquidation preference of $6,801 and $6,446 at December 31, 2025 and December 31, 2024, respectively6,4466,446
Common stock and additional paid-in capital; no par value, 15,000,000 shares authorized, 4,108,609 and 4,132,986 shares issued and outstanding at December 31, 2025 and December 31, 2024, respectively54,37154,764
Accumulated other comprehensive loss, net(1,960)(2,956)
Unearned compensation(335)(752)
Retained earnings19,76344,134
Total stockholders' equity87,569110,920
Total liabilities and stockholders' equity$95,326$119,192

BAYFIRST FINANCIAL CORP.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Dollars in thousands, except per share data)

STATEMENTS OF INCOME (LOSS) - PARENT COMPANY
For the Year Ended December 31,
20252024
Income:
Dividend and interest income from bank subsidiary$3,300$3,775
Expense:
Interest expense405459
Other expenses675362
Total expense1,080821
Income before taxes and equity in earnings of subsidiary2,2202,954
Income tax benefits(265)(220)
Income before equity in earnings of subsidiary2,4853,174
Equity in undistributed earnings of subsidiary(25,422)9,429
Net income (loss)$(22,937)$12,603
STATEMENTS OF CASH FLOWS - PARENT COMPANY
For the Year Ended December 31,
20252024
Cash flows from operating activities:
Net income$(22,937)$12,603
Adjustments to reconcile net income to net cash from operating activities:
Equity in earnings from subsidiary25,422(9,429)
Amortization of debt issuance costs67
Change in other assets(77)(133)
Change in other liabilities and accrued interest payable(257)(251)
Net cash provided by operating activities2,1572,797
Cash flows from financing activities:
Net increase of loans to bank subsidiary—17
Payments on notes payable(341)(455)
Proceeds from sale of common stock, net50(23)
Share buyback - redeemed stock(335)—
Unearned ESOP shares allocation19353
Dividends paid on common stock(663)(1,323)
Dividends paid on preferred stock(771)(1,541)
Net cash provided by (used in) financing activities(1,867)(3,272)
Net change in cash290(475)
Cash at beginning of year479954
Cash at end of year$769$479
ContentsView on SEC.gov

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