BayFirst Financial Corp.
For the period ended Jun 30, 2026. Filed Aug 14, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 14, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Notes to the Condensed Consolidated Financial Statements (Unaudited)
BAYFIRST FINANCIAL CORP.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)(Dollars in thousands, except per share data)
NOTE 1 -BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements include BayFirst Financial Corp. and its wholly owned subsidiary, BayFirst National Bank (“the Bank”), together referred to as “the Company”.
These unaudited condensed consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles followed within the financial services industry for interim financial information and Article 8 of Regulation S-X. Accordingly, certain information and note disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to these rules and regulations. The consolidated balance sheet as of December 31, 2025 has been derived from the audited consolidated financial statements of BayFirst Financial Corp. for that date.
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 evaluates financial performance on a Company-wide basis. Accordingly, the Company currently operatesone business segment.
In the opinion of management, all adjustments, consisting of normal and recurring items, considered necessary for a fair presentation of the condensed consolidated financial statements for the interim periods have been included. All significant intercompany accounts and transactions have been eliminated in consolidation. Certain amounts reported in prior periods have been reclassified to conform to current year presentation. These reclassifications did not have a material effect on previously reported net income, shareholders’ equity, or cash flows.
Operating results for the six months ended June 30, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026. These statements should be read in conjunction with the consolidated financial statements and notes thereto for the year ended December 31, 2025.
The Company’s significant accounting policies are described in Note 1 of the Notes to Consolidated Financial Statements for the year ended December 31, 2025 in the Company’s Annual Report filed on Form 10-K. For interim reporting purposes, the Company follows the same basic accounting policies and considers each interim period as an integral part of an annual period.
Correction of Previously Issued Interim Unaudited Condensed Consolidated Financial Statements
Subsequent to the issuance of the Company's 2025 Consolidated Financial Statements on March 27, 2026, reporting errors were identified in the historical Consolidated Financial Statements related to cumulative misstatements of $2.8 million, pretax, of deferred origination costs and $2.1 million, pretax, of accrued interest as of March 31, 2026, related to unguaranteed portions of SBA 7(a) loans which had defaulted or were placed into nonaccrual status in prior periods, which resulted in a material understatement of provision for credit losses expense and overstatement of net interest income during the effected quarterly periods in which the errors accumulated in 2024, 2025, and the first quarter of 2026. Furthermore, management identified $3.4 million, pretax, of deferred origination costs which should have been netted against gain on sale of guaranteed SBA 7a loans which resulted in a material over statement of gain on sale of government guaranteed loans, during the affected quarterly periods in which the error accumulated in 2024 and 2025. Accordingly, the Company has restated the Consolidated Balance Sheets, Consolidated Statements of Income (Loss), Consolidated Statements of Comprehensive Income (Loss), Consolidated Statements of Changes in Shareholders’ Equity, and Consolidated Statements of Cash Flows for the affected periods, to reflect the error correction.
The Company has also updated all accompanying footnotes and disclosures affected by the correction within Note 3. Loans, Note 4. Allowance for Credit Losses, Note 5. Fair Value, Note 6. Government Guaranteed Loan Servicing Activities, Note 11. Regulatory Capital, and Note 13. Earnings per Common Share.
For comparative financial information, refer to the restated Annual Report on Form 10-K/A for the fiscal year ended December 31, 2025, filed on August 12, 2026 and our Amended Quarterly Report on Form 10-Q/A for the quarter ended March 31, 2026, filed on August 12, 2026.
Use of Estimates: To prepare financial statements in conformity with GAAP, management makes estimates and assumptions based on available information. These estimates and assumptions affect the amounts reported in the financial statements and the disclosures provided, and actual results could differ. The most significant estimates relate to the ACL, government guaranteed loan servicing rights, and fair value of government guaranteed loans HFI.
BAYFIRST FINANCIAL CORP.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)(Dollars in thousands, except per share data)
Emerging Growth Company Status: The Company is expected to remain an "emerging growth company," as defined in the JOBS Act, through December 31, 2026. Section 107 of the JOBS Act provides that an emerging growth company can take advantage of an extended transition period when complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company has elected to take advantage of this extended transition period, which means these financial statements, as well as financial statements they file in the future for as long as the Company remains an emerging growth company, will be subject to all new or revised accounting standards generally applicable to private companies.
Contingencies: Due to the nature of their activities, the Company is at times engaged in various legal proceedings that arise in the course of normal business, some of which were outstanding as of June 30, 2026. Although the ultimate outcome of all claims and lawsuits outstanding as of June 30, 2026 cannot be ascertained at this time, it is the opinion of management that these matters, when resolved, will not have a material adverse effect on the Company’s results of operations or financial condition.
Preferred Stock Offering:
On April 28, 2026, BayFirst Financial Corp. (the “Company”) entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with investors (each, a “Purchaser” and collectively, the “Purchasers”). Pursuant to the Securities Purchase Agreement, on that same date, the Company issued and sold to the Purchasers, in the aggregate 4,000 shares (the “Series D Shares”) of the Company’s Mandatorily Convertible Cumulative Perpetual Preferred Stock, Series D, no par value (the “Series D Preferred Stock”), at a purchase price of $10,000 per Series D Share; and 4,000 shares (the “Series E Shares” and together with the Series D Shares, the “Preferred Shares”) of the Company’s Mandatorily Convertible Cumulative Perpetual Preferred Stock, Series E, no par value, at a purchase price of $10,000 per Series E Share, in a private placement (the “Private Placement”), for gross proceeds of $80,000 and net proceeds of $74,508.
Subject to certain ownership limitations, the Series D Preferred Shares are convertible and Series E Preferred Shares are exchangeable into shares of Common Stock at the initial conversion rate of 2,857 shares of Common Stock per Preferred Share, which conversion rate is based on an initial conversion price of $3.50 per share of Common Stock and is subject to certain adjustments.
On July 14, 2026, the Company received shareholder approval to amend the Company’s articles of incorporation to increase the number of authorized shares of Common Stock to 100,000 shares and to covert Series D Preferred Shares and convert Series E Preferred Shares to Common Stock.
Accounting Standards Not Yet Adopted:
In October 2023, the FASB issued ASU No. 2023-06 “Disclosure Improvements - Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative” (“ASU 2023-06”). ASU 2023-06 amends the ASC to incorporate certain disclosure requirements from SEC Release No. 33-10532 - Disclosure Update and Simplification that was issued in 2018. The effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. The Company does not believe this standard will have a material impact on its Consolidated Financial Statements.
In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Disaggregation of Income Statement Expenses Disclosure (“ASU 2024-03”). This ASU was issued to improve the disclosures about public business entity’s expenses and address investor’s requests for more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation, amortization, and depletion) in commonly presented expense captions. The amendments in this standard will be effective for the Company for the fiscal year ended December 31, 2027 and subsequent interim periods. The amendments should be applied either prospectively to the financial statements issued for reporting periods after the effective date of this update or retrospectively to any and all prior periods presented in the financial statements. We are currently evaluating the impact these changes may have on the Company’s consolidated financial statements.
In November, 2025, the FASB issued ASU 2025‑11, “Interim Reporting (Topic 270): Narrow‑Scope Improvements.” This ASU was issued to clarify and enhance guidance under ASC 270 on interim financial reporting by (i) clarifying the scope of ASC 270 such that it now explicitly applies only to entities that issue complete interim financial statements and related notes under U.S. GAAP, (ii) establishing clear guidance on the form of interim statements and notes, incorporating a comprehensive list of required interim disclosures drawn from across the ASC, and (iii) introducing a requirement to
BAYFIRST FINANCIAL CORP.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)(Dollars in thousands, except per share data)
disclose material events and changes occurring after the end of the last annual period that could impact interim results. ASU 2025-11 will be effective for interim periods beginning in 2029. The Company does not believe this standard will have a material impact on its Consolidated Financial Statements.
NOTE 2 –INVESTMENT SECURITIES
The amortized costs, gross unrealized gains and losses, and estimated fair values of investment securities available for sale and investment securities held to maturity at June 30, 2026 and December 31, 2025 as well as the ACL for investment securities held to maturity at June 30, 2026 and December 31, 2025 are summarized as follows:
| June 30, 2026 | AmortizedCost | GrossUnrealizedGains | GrossUnrealizedLosses | FairValue |
|---|---|---|---|---|
| Investment securities available for sale: | ||||
| Asset-backed securities | $2,620 | $5 | $(3) | $2,622 |
| Mortgage-backed securities: | ||||
| U.S. Government-sponsored enterprises | 5,043 | 14 | (442) | 4,615 |
| Collateralized mortgage obligations: | ||||
| U.S. Government-sponsored enterprises | 19,080 | — | (2,407) | 16,673 |
| Corporate bonds | 3,848 | 20 | — | 3,868 |
| Total investment securities available for sale | $30,591 | $39 | $(2,852) | $27,778 |
| June 30, 2026 | AmortizedCost | GrossUnrealizedGains | GrossUnrealizedLosses | FairValue | ACL |
|---|---|---|---|---|---|
| Investment securities held to maturity: | |||||
| Corporate bonds | $2,500 | $— | $(129) | $2,371 | $7 |
| Total investment securities held to maturity | $2,500 | $— | $(129) | $2,371 | $7 |
| December 31, 2025 | AmortizedCost | GrossUnrealizedGains | GrossUnrealizedLosses | FairValue |
|---|---|---|---|---|
| Investment securities available for sale: | ||||
| Asset-backed securities | $2,827 | $4 | $(9) | $2,822 |
| Mortgage-backed securities: | ||||
| U.S. Government-sponsored enterprises | 5,264 | 55 | (420) | 4,899 |
| Collateralized mortgage obligations: | ||||
| U.S. Government-sponsored enterprises | 20,040 | 27 | (2,299) | 17,768 |
| Corporate bonds | 3,843 | 31 | — | 3,874 |
| Total investment securities available for sale | $31,974 | $117 | $(2,728) | $29,363 |
| December 31, 2025 | AmortizedCost | GrossUnrealizedGains | GrossUnrealizedLosses | FairValue | ACL |
|---|---|---|---|---|---|
| Investment securities held to maturity: | |||||
| Corporate bonds | $2,500 | $— | $(116) | $2,384 | $7 |
| Total investment securities held to maturity | $2,500 | $— | $(116) | $2,384 | $7 |
`
BAYFIRST FINANCIAL CORP.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)(Dollars in thousands, except per share data)
The amortized cost and fair value of investment securities as of June 30, 2026 are shown in the table below by contractual maturity. Actual timing may differ from contractual maturities if borrowers have the right to call or prepay obligations with or without call or prepayment penalties.
| Available for Sale | Held to Maturity | |||
|---|---|---|---|---|
| AmortizedCost | FairValue | AmortizedCost | FairValue | |
| Within one year | $— | $— | $1,500 | $1,488 |
| One to five years | 3,848 | 3,868 | — | — |
| Five to ten years | — | — | 1,000 | 883 |
| Beyond ten years | 26,743 | 23,910 | — | — |
| Total | $30,591 | $27,778 | $2,500 | $2,371 |
No ACL for investment securities AFS was needed at June 30, 2026 or December 31, 2025. Declines in the fair value of the AFS investment portfolio are believed by management to be unrelated to credit losses. When evaluating an investment for credit loss, management considers, among other things, the financial condition of the issuer through the review of credit ratings and, if necessary, corporate financial statements; adverse conditions specifically related to the security such as past due principal or interest; underlying assets that collateralize the debt security; other economic conditions and demographics; and the intent and ability of the Company to hold the investment until the loss position is recovered. Any unrealized losses were largely due to increases in market interest rates over the yields available at the time of purchase. The fair value is expected to recover as the bonds approach their maturity date or market yields for similar investments decline. Management does not believe any of the securities are impaired due to reasons of credit quality. At June 30, 2026, the Company did not intend to sell and believed it was not likely to be required to sell the available for sale securities that were in a loss position prior to full recovery.
As of June 30, 2026, there were no past due principal and interest payments associated with the HTM securities. The Company monitors the credit quality of debt securities held to maturity quarterly through the use of credit ratings. However, the corporate bonds that are held to maturity have no credit rating and the corporate bonds in an unrealized loss position at June 30, 2026 are not material to the financial statements. There was an ACL of $7 on corporate bonds HTM at June 30, 2026 and $7 at December 31, 2025, which was calculated based on applying the long-term historical credit loss rate for similarly rated securities.
The following table presents the activity in the ACL for investment securities HTM by major security type for the six months ended June 30, 2026 and June 30, 2025:
| For the Three Months Ended | For the Six Months Ended | For the Three Months Ended | For the Six Months Ended | |
|---|---|---|---|---|
| Corporate Bonds · June 30, 2026 · June 30, 2025 | ||||
| Balance at beginning of period | $9 | $7 | $12 | $12 |
| Provision for credit losses on HTM investment securities | (2) | — | (3) | (3) |
| Investment securities charge-offs | — | — | — | — |
| Investment securities recoveries | — | — | — | — |
| Balance at end of period | $7 | $7 | $9 | $9 |
BAYFIRST FINANCIAL CORP.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)(Dollars in thousands, except per share data)
The following table summarizes investment securities with unrealized losses at June 30, 2026 aggregated by security type and length of time in a continuous unrealized loss position:
| Less than 12 Months · 12 Months or Longer · Total | |||||||
|---|---|---|---|---|---|---|---|
| June 30, 2026 | Fair Value | Unrealized Losses | Fair Value | Unrealized Losses | Fair Value | Unrealized Losses | Number of Securities |
| Investment securities available for sale: | |||||||
| Asset-backed securities | $— | $— | $1,286 | $(3) | $1,286 | $(3) | 1 |
| Mortgage-backed securities: | |||||||
| U.S. Government-sponsored enterprises | — | — | 2,377 | (442) | 2,377 | (442) | 2 |
| Collateralized mortgage obligations: | |||||||
| U.S. Government-sponsored enterprises | 3,173 | (17) | 13,500 | (2,390) | 16,673 | (2,407) | 8 |
| Total investment securities available for sale | $3,173 | $(17) | $17,163 | $(2,835) | $20,336 | $(2,852) | 11 |
| Investment securities held to maturity: | |||||||
| Corporate bonds | $— | $— | $2,371 | $(129) | $2,371 | $(129) | 3 |
| Total investment securities held to maturity | $— | $— | $2,371 | $(129) | $2,371 | $(129) | 3 |
BAYFIRST FINANCIAL CORP.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)(Dollars in thousands, except per share data)
The following table summarizes investment securities with unrealized losses at December 31, 2025 aggregated by security type and length of time in a continuous unrealized loss position:
| Less than 12 Months · 12 Months or Longer · Total | |||||||
|---|---|---|---|---|---|---|---|
| December 31, 2025 | Fair Value | Unrealized Losses | Fair Value | Unrealized Losses | Fair Value | Unrealized Losses | Number of Securities |
| Investment securities available for sale: | |||||||
| Asset-backed securities | $— | $— | $1,402 | $(9) | $1,402 | $(9) | 1 |
| Mortgage-backed securities: | |||||||
| U.S. Government-sponsored enterprises | — | — | 2,528 | (420) | 2,528 | (420) | 2 |
| Collateralized mortgage obligations: | |||||||
| U.S. Government-sponsored enterprises | — | — | 14,531 | (2,299) | 14,531 | (2,299) | 7 |
| Total investment securities available for sale | $— | $— | $18,461 | $(2,728) | $18,461 | $(2,728) | 10 |
| Investment securities held to maturity: | |||||||
| Corporate bonds | $— | $— | $2,384 | $(116) | $2,384 | $(116) | 3 |
| Total investment securities held to maturity | $— | $— | $2,384 | $(116) | $2,384 | $(116) | 3 |
No investment securities were pledged as of June 30, 2026 or December 31, 2025, and there were no sales of investment securities for the six months ended June 30, 2026 or June 30, 2025.
NOTE 3 –LOANS
Loans HFI, excluding loans measured at fair value, at June 30, 2026 and December 31, 2025 were as follows:
| June 30,2026 | December 31,2025 | |
|---|---|---|
| Real estate: · As restated | ||
| Residential | $353,716 | $365,427 |
| Commercial | 211,518 | 215,771 |
| Construction and land | 38,095 | 48,397 |
| Commercial and industrial | 158,077 | 181,566 |
| Commercial and industrial - PPP | — | 6 |
| Consumer and other | 73,567 | 86,441 |
| Loans HFI, excluding loans measured at fair value, gross | 834,973 | 897,608 |
| Deferred loan costs, net | 8,338 | 10,491 |
| Discount on government guaranteed loans(1) | (5,107) | (6,811) |
| Premium on loans purchased, net | 789 | 2,650 |
| Allowance for credit losses | (45,081) | (21,996) |
| Net loans HFI, excluding loans measured at fair value | $793,912 | $881,942 |
(1) The Company allocates the retained portion of loans sold based on relative fair value of the retained portion and the sold portion, which results in a discount on the retained portion.
BAYFIRST FINANCIAL CORP.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)(Dollars in thousands, except per share data)
NOTE 4 -ALLOWANCE FOR CREDIT LOSSES
The following schedules present the activity in the ACL by loan segment for the three and six months ended June 30, 2026 and June 30, 2025:
| Three Months Ended | Real Estate - Residential | Real Estate - Commercial | Real Estate - Construction and Land | Commercial and Industrial | Consumer and Other | Total |
|---|---|---|---|---|---|---|
| Beginning Balance | $2,157 | $1,825 | $463 | $14,532 | $1,655 | $20,632 |
| Charge-offs | (523) | (155) | — | (3,800) | (311) | (4,789) |
| Recoveries | 94 | — | — | 195 | 40 | 329 |
| Provision | 2,365 | 4,201 | 28 | 21,052 | 1,263 | 28,909 |
| Ending Balance | $4,093 | $5,871 | $491 | $31,979 | $2,647 | $45,081 |
| June 30, 2025 (as restated) | ||||||
| Beginning Balance | $1,148 | $2,161 | $809 | $10,378 | $2,017 | $16,513 |
| Charge-offs | (835) | (346) | — | (5,357) | (960) | (7,498) |
| Recoveries | 7 | 2 | — | 270 | 77 | 356 |
| Provision | 859 | 318 | 38 | 5,815 | 640 | 7,670 |
| Ending Balance | $1,179 | $2,135 | $847 | $11,106 | $1,774 | $17,041 |
| Real Estate - Residential | Real Estate - Commercial | Real Estate - Construction and Land | Commercial and Industrial | Consumer and Other | Total | |
|---|---|---|---|---|---|---|
| Six Months Ended | ||||||
| Beginning Balance | $2,269 | $1,822 | $630 | $15,435 | $1,840 | $21,996 |
| Charge-offs | (1,042) | (470) | — | (7,522) | (848) | (9,882) |
| Recoveries | 94 | 22 | — | 481 | 106 | 703 |
| Provision | 2,772 | 4,497 | (139) | 23,585 | 1,549 | 32,264 |
| Ending Balance | $4,093 | $5,871 | $491 | $31,979 | $2,647 | $45,081 |
| June 30, 2025 (as restated) | ||||||
| Beginning Balance | $1,181 | $2,096 | $507 | $9,607 | $2,121 | $15,512 |
| Charge-offs | (842) | (485) | — | (8,474) | (1,453) | (11,254) |
| Recoveries | 27 | 2 | — | 463 | 159 | 651 |
| Provision | 813 | 522 | 340 | 9,510 | 947 | 12,132 |
| Ending Balance | $1,179 | $2,135 | $847 | $11,106 | $1,774 | $17,041 |
The ACL represents management’s best estimate of future lifetime expected losses on its HFI loan portfolio. The Company calculates its ACL by estimating expected credit losses on a collective basis for loans that share similar risk characteristics. Loans that do not share similar risk characteristics with other loans are evaluated for credit losses on an individual basis. The Company uses a combination of modeled and non-modeled approaches that incorporates current and future economic conditions to estimate lifetime expected losses on a collective basis. Individually evaluated loans are evaluated for impairment and a portion of the allowance is allocated so that the loan is reported, net, at the present value of estimated
BAYFIRST FINANCIAL CORP.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)(Dollars in thousands, except per share data)
future cash flows using the rate implicit in the original loan agreement or at the fair value of collateral adjusted for selling costs as appropriate if repayment is expected solely from the collateral.
The Company uses reasonable and supportable forecasts that are developed with internal and external data. These are updated quarterly by management and utilize data from the FOMC’s median forecasts of change in national GDP and of national unemployment. The FOMC’s forecast of GDP and unemployment for the next calendar year is used in conjunction with the most recent 4 quarters of historical data from FRED (Federal Reserve Economic Data) to determine changes in certain qualitative factors used in calculating loss rates.
See Note 1 and Note 5 of the Notes to Consolidated Financial Statements for further discussion of the Company’s ACL methodology in the December 31, 2025 Form 10-K.
The Company maintains a separate ACL for its off-balance sheet unfunded loan commitments. The ACL on unfunded loan commitments is based on estimates of probability that these commitments will be drawn upon according to historical utilization experience, expected loss severity and loss rates as determined for pooled funded loans. As of June 30, 2026 and December 31, 2025, the ACL for unfunded commitments recorded in other liabilities was $788 and $671, respectively.
The following table presents the activity in the ACL for unfunded commitments for the three andsix months ended June 30, 2026 and June 30, 2025:
| For the Three Months Ended | For the Six Months Ended | |||
|---|---|---|---|---|
| June 30, 2026 | June 30, 2025 | June 30, 2026 | June 30, 2025 | |
| Balance at beginning of period | $718 | $614 | $671 | $516 |
| Provision for credit losses on unfunded commitments | 70 | (60) | 117 | 38 |
| Unfunded commitments charge-offs | — | — | — | — |
| Unfunded commitments recoveries | — | — | — | — |
| Balance at end of period | $788 | $554 | $788 | $554 |
The following tables present the principal balance of nonaccrual loans and loans past due over 89 days on accrual by loan segment at June 30, 2026 and December 31, 2025. In the following tables, the principal balance does not include the government guaranteed balance or loans measured at fair value.
| June 30, 2026 | Nonaccrual with no ACL(1) | Nonaccrual with ACL(1) | Loans Past Due Over89 Days and Accruing(1) |
|---|---|---|---|
| Real estate - residential | $— | $6,930 | $— |
| Real estate - commercial | — | 4,930 | — |
| Commercial and industrial | — | 2,299 | — |
| Consumer and other | — | 228 | 47 |
| Total | $— | $14,387 | $47 |
BAYFIRST FINANCIAL CORP.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)(Dollars in thousands, except per share data)
| December 31, 2025 | Nonaccrual with no ACL(1) | Nonaccrual with ACL(1) | Loans Past Due Over89 Days and Accruing(1) |
|---|---|---|---|
| Real estate - residential | $— | $6,164 | $— |
| Real estate - commercial | 2,628 | 3,888 | — |
| Real estate - construction and land | — | 815 | — |
| Commercial and industrial | — | 2,467 | — |
| Consumer and other | — | 268 | 41 |
| Total | $2,628 | $13,602 | $41 |
(1) Excludes loans measured at fair value. See Note 5. Fair Value for additional information.
A financial asset is considered collateral dependent when the debtor is experiencing financial difficulty and repayment is expected to be provided substantially through the sale or operation of the collateral. Expected credit losses for collateral dependent loans are based on the fair value of the collateral at the reporting date, adjusted for selling costs as appropriate. Significant quarter over quarter changes are reflective of changes in nonaccrual status and not necessarily associated with credit quality indicators like appraised value. The following tables present the principal balance, including government guaranteed balances, of individually analyzed collateral dependent loans by loan portfolio segment as of June 30, 2026 and December 31, 2025:
| June 30, 2026 · Type of Collateral · ACL | |||
|---|---|---|---|
| Real Estate · Business Assets | |||
| Real estate - commercial | $8,830 | $— | $4,049 |
| Commercial and industrial | — | 528 | 528 |
| Total | $8,830 | $528 | $4,577 |
.
| December 31, 2025 | Type of Collateral | ACL |
|---|---|---|
| Real Estate | ||
| Real estate - commercial | $2,628 | $— |
The following table presents the aging of the principal balance of past due loans HFI at amortized cost at June 30, 2026 by loan segment:
| 30-89 DaysPast Due | Greater Than89 DaysPast Due | TotalPast Due | Loans NotPast Due (1) | TotalLoans | |
|---|---|---|---|---|---|
| Real estate - residential | $3,080 | $5,568 | $8,648 | $345,068 | $353,716 |
| Real estate - commercial | 4,078 | 3,839 | 7,917 | 203,601 | 211,518 |
| Real estate - construction and land | — | — | — | 38,095 | 38,095 |
| Commercial and industrial | 3,270 | 971 | 4,241 | 153,836 | 158,077 |
| Commercial and industrial - PPP | — | — | — | — | — |
| Consumer and other | 760 | 104 | 864 | 72,703 | 73,567 |
| Total | $11,188 | $10,482 | $21,670 | $813,303 | $834,973 |
| (1) $4,768 of balances 30-89 days past due and $3,660 of balances greater than 89 days past due are reported as Loans Not Past Due as a result of the government guarantee. | |||||
BAYFIRST FINANCIAL CORP.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)(Dollars in thousands, except per share data)
The following table presents the aging of the principal balance of past due loans HFI at amortized cost at December 31, 2025 by loan segment:
| 30-89 DaysPast Due | Greater Than89 DaysPast Due | TotalPast Due | Loans NotPast Due (1) | TotalLoans | |
|---|---|---|---|---|---|
| Real estate - residential | $4,698 | $5,635 | $10,333 | $355,094 | $365,427 |
| Real estate - commercial | 4,100 | 4,262 | 8,362 | 207,409 | 215,771 |
| Real estate - construction and land | — | 814 | 814 | 47,583 | 48,397 |
| Commercial and industrial | 4,473 | 919 | 5,392 | 176,174 | 181,566 |
| Commercial and industrial - PPP | — | — | — | 6 | 6 |
| Consumer and other | 1,622 | 69 | 1,691 | 84,750 | 86,441 |
| Total | $14,893 | $11,699 | $26,592 | $871,016 | $897,608 |
| (1) $1,537 of balances 30-89 days past due and $7,592 of balances greater than 89 days past due are reported as Loans Not Past Due as a result of the government guarantee. Of those loans, $6 of commercial and industrial PPP loans were delinquent as of December 31, 2025. | |||||
Modifications to Borrowers Experiencing Financial Difficulty
For the six months ended June 30, 2026 and the year ended December 31, 2025, there were no loan modifications to borrowers experiencing financial difficulty and no loan modifications that subsequently defaulted during the period.
BAYFIRST FINANCIAL CORP.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)(Dollars in thousands, except per share data)
Credit Quality Indicators
Internal risk-rating grades are assigned to loans by lending, credit administration or loan review personnel, based on an analysis of the financial and collateral strength and other credit attributes underlying each loan. Management analyzes the resulting ratings, as well as other statistics and factors such as delinquency, to track the migration performance of the portfolio balances. This analysis is performed at least annually. The Bank uses the following definitions for its risk ratings:
Pass – Loans properly approved, documented, collateralized, and performing which do not reflect an abnormal credit risk.
Special Mention –These credits have potential weaknesses that may, if not checked or corrected, weaken the asset, or inadequately protect the Company’s position at some future date. These assets pose elevated risk, but their weakness does not yet justify a “Substandard” classification.
Substandard –These loans are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected.
Doubtful –These loans have all the weaknesses inherent in those classified as Substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently known facts, conditions, and values, highly questionable and improbable.
The table below sets forth principal balance for the commercial loan portfolio disaggregated by loan segment based on internally assigned risk ratings at June 30, 2026 and gross write offs for the six months ended June 30, 2026:
| Revolving · Revolving | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Loans · Loans | |||||||||
| Term Loans Amortized Cost Basis by Origination Year · Amortized · Converted | |||||||||
| 2026 | 2025 | 2024 | 2023 | 2022 | Prior | Cost Basis | to Term | Total | |
| Real estate - commercial | |||||||||
| Risk Rating | |||||||||
| Pass | $3,775 | $20,725 | $35,007 | $36,921 | $39,728 | $54,162 | $4,564 | $— | $194,882 |
| Special mention | — | — | 77 | — | 145 | 359 | 15 | — | 596 |
| Substandard | — | — | 8,561 | 3,435 | 2,520 | 1,524 | — | — | 16,040 |
| Doubtful | — | — | — | — | — | — | — | — | — |
| Total real estate - commercial loans, at amortized cost, gross | 3,775 | 20,725 | 43,645 | 40,356 | 42,393 | 56,045 | 4,579 | — | 211,518 |
| Gross write offs | — | — | — | — | 470 | — | — | — | 470 |
BAYFIRST FINANCIAL CORP.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)(Dollars in thousands, except per share data)
| Revolving · Revolving | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Loans · Loans | |||||||||
| Term Loans Amortized Cost Basis by Origination Year · Amortized · Converted | |||||||||
| 2026 | 2025 | 2024 | 2023 | 2022 | Prior | Cost Basis | to Term | Total | |
| Real estate - construction and land | |||||||||
| Risk Rating | |||||||||
| Pass | 2,133 | 20,029 | 6,411 | — | — | — | — | — | 28,573 |
| Special mention | — | — | — | — | — | — | — | — | — |
| Substandard | — | — | — | 9,522 | — | — | — | — | 9,522 |
| Doubtful | — | — | — | — | — | — | — | — | — |
| Total real estate - construction and land loans, at amortized cost, gross | 2,133 | 20,029 | 6,411 | 9,522 | — | — | — | — | 38,095 |
| Gross write offs | — | — | — | — | — | — | — | — | — |
| Commercial and industrial | |||||||||
| Risk Rating | |||||||||
| Pass | 2,031 | 42,143 | 35,344 | 18,615 | 20,334 | 17,833 | 8,561 | — | 144,861 |
| Special mention | — | 472 | 1,152 | 1,015 | 420 | 1,182 | 69 | — | 4,310 |
| Substandard | — | 113 | 1,219 | 2,967 | 1,709 | 2,591 | 40 | — | 8,639 |
| Doubtful | — | 12 | — | 22 | 140 | 93 | — | — | 267 |
| Total commercial and industrial loans, at amortized cost, gross | 2,031 | 42,740 | 37,715 | 22,619 | 22,603 | 21,699 | 8,670 | — | 158,077 |
| Gross write offs | — | 1,060 | 2,210 | 2,458 | 810 | 984 | — | — | 7,522 |
| Commercial and industrial - PPP | |||||||||
| Risk Rating | |||||||||
| Pass | — | — | — | — | — | — | — | — | — |
| Special mention | — | — | — | — | — | — | — | — | — |
| Substandard | — | — | — | — | — | — | — | — | — |
| Doubtful | — | — | — | — | — | — | — | — | — |
| Total commercial and industrial - PPP loans, at amortized cost, gross | — | — | — | — | — | — | — | — | — |
| Gross write offs | — | — | — | — | — | — | — | — | — |
BAYFIRST FINANCIAL CORP.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)(Dollars in thousands, except per share data)
The table below sets forth principal balance for the commercial loan portfolio disaggregated by loan segment based on internally assigned risk ratings at December 31, 2025 and gross write offs for the year ended December 31, 2025 (as restated):
| Revolving · Revolving | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Loans · Loans | |||||||||
| Term Loans Amortized Cost Basis by Origination Year · Amortized · Converted | |||||||||
| 2025 | 2024 | 2023 | 2022 | 2021 | Prior | Cost Basis | to Term | Total | |
| Real estate - commercial | |||||||||
| Risk Rating | |||||||||
| Pass | $21,998 | $39,871 | $39,799 | $33,762 | $24,573 | $35,268 | $2,480 | $— | $197,751 |
| Special mention | — | 79 | 394 | 1,436 | 111 | 297 | 15 | — | 2,332 |
| Substandard | — | 5,111 | 3,183 | 4,426 | 759 | 2,209 | — | — | 15,688 |
| Doubtful | — | — | — | — | — | — | — | — | — |
| Total real estate - commercial loans, at amortized cost, gross | 21,998 | 45,061 | 43,376 | 39,624 | 25,443 | 37,774 | 2,495 | — | 215,771 |
| Gross write offs | — | — | 138 | 277 | — | 88 | — | — | 503 |
| Real estate - construction and land | |||||||||
| Risk Rating | |||||||||
| Pass | 7,977 | 5,266 | 8,849 | 10,487 | 1,049 | — | — | — | 33,628 |
| Special mention | — | 1,069 | — | — | — | — | — | — | 1,069 |
| Substandard | — | — | 13,700 | — | — | — | — | — | 13,700 |
| Doubtful | — | — | — | — | — | — | — | — | — |
| Total real estate - construction and land loans, at amortized cost, gross | 7,977 | 6,335 | 22,549 | 10,487 | 1,049 | — | — | — | 48,397 |
| Gross write offs | — | — | — | — | — | — | — | — | — |
| Commercial and industrial | |||||||||
| Risk Rating | |||||||||
| Pass | 44,674 | 40,705 | 24,250 | 22,538 | 3,418 | 19,740 | 11,362 | — | 166,687 |
| Special mention | 386 | 702 | 1,330 | 950 | 98 | 1,150 | 79 | — | 4,695 |
| Substandard | 41 | 1,155 | 3,369 | 2,114 | 353 | 2,939 | 40 | — | 10,011 |
| Doubtful | 13 | — | 22 | 45 | 8 | 85 | — | — | 173 |
| Total commercial and industrial loans, at amortized cost, gross | 45,114 | 42,562 | 28,971 | 25,647 | 3,877 | 23,914 | 11,481 | — | 181,566 |
| Gross write offs | 375 | 3,780 | 5,611 | 2,848 | 410 | 3,365 | 33 | — | 16,422 |
BAYFIRST FINANCIAL CORP.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)(Dollars in thousands, except per share data)
| Revolving · Revolving | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Loans · Loans | |||||||||
| Term Loans Amortized Cost Basis by Origination Year · Amortized · Converted | |||||||||
| 2025 | 2024 | 2023 | 2022 | 2021 | Prior | Cost Basis | to Term | Total | |
| Commercial and industrial - PPP | |||||||||
| Risk Rating | |||||||||
| Pass | — | — | — | — | — | 6 | — | — | 6 |
| Special mention | — | — | — | — | — | — | — | — | — |
| Substandard | — | — | — | — | — | — | — | — | — |
| Doubtful | — | — | — | — | — | — | — | — | — |
| Total commercial and industrial - PPP loans, at amortized cost, gross | — | — | — | — | — | 6 | — | — | 6 |
| Gross write offs | — | — | — | — | — | 1 | — | — | 1 |
The Company considers the performance of the loan portfolio to determine its impact on the ACL. For residential and consumer loan classes, the Company evaluates credit quality based on the aging status of the loan by payment activity. The following table presents the principal balance at June 30, 2026 of residential and consumer loans based on payment activity as well as gross write offs for the six months ended June 30, 2026:
| Revolving · Revolving | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Loans · Loans | |||||||||
| Term Loans Amortized Cost Basis by Origination Year · Amortized · Converted | |||||||||
| 2026 | 2025 | 2024 | 2023 | 2022 | Prior | Cost Basis | to Term | Total | |
| Real estate - residential | |||||||||
| Payment Performance | |||||||||
| Performing | $774 | $7,847 | $30,125 | $22,820 | $64,387 | $34,313 | $186,520 | $— | $346,786 |
| Nonperforming | — | — | 164 | 1,010 | 1,090 | 3,088 | 1,578 | — | 6,930 |
| Total real estate - residential loans, at amortized cost, gross | 774 | 7,847 | 30,289 | 23,830 | 65,477 | 37,401 | 188,098 | — | 353,716 |
| Gross write offs | — | — | 118 | 274 | 405 | — | 245 | — | 1,042 |
BAYFIRST FINANCIAL CORP.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)(Dollars in thousands, except per share data)
| Revolving · Revolving | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Loans · Loans | |||||||||
| Term Loans Amortized Cost Basis by Origination Year · Amortized · Converted | |||||||||
| 2026 | 2025 | 2024 | 2023 | 2022 | Prior | Cost Basis | to Term | Total | |
| Consumer and other | |||||||||
| Payment Performance | |||||||||
| Performing | 166 | 10,461 | 46,696 | 11,642 | 2,546 | 149 | 1,632 | — | 73,292 |
| Nonperforming | — | 13 | — | 215 | 47 | — | — | — | 275 |
| Total consumer and other loans, at amortized cost, gross | 166 | 10,474 | 46,696 | 11,857 | 2,593 | 149 | 1,632 | — | 73,567 |
| Gross write offs | 15 | 80 | 275 | 189 | 217 | 7 | 65 | — | 848 |
The following table presents the principal balance at December 31, 2025 of residential and consumer loans based on payment activity as well as gross write offs for the year ended December 31, 2025 (as restated):.
| Revolving · Revolving | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Loans · Loans | |||||||||
| Term Loans Amortized Cost Basis by Origination Year · Amortized · Converted | |||||||||
| 2025 | 2024 | 2023 | 2022 | 2021 | Prior | Cost Basis | to Term | Total | |
| Real estate - residential | |||||||||
| Payment Performance | |||||||||
| Performing | $9,162 | $31,950 | $24,494 | $67,942 | $21,372 | $15,775 | $188,568 | $— | $359,263 |
| Nonperforming | — | 150 | 550 | 716 | 867 | 2,512 | 1,369 | — | 6,164 |
| Total real estate - residential loans, at amortized cost, gross | 9,162 | 32,100 | 25,044 | 68,658 | 22,239 | 18,287 | 189,937 | — | 365,427 |
| Gross write offs | — | — | — | 141 | — | — | 842 | — | 983 |
| Consumer and other | |||||||||
| Payment Performance | |||||||||
| Performing | 12,047 | 50,220 | 17,921 | 4,220 | 171 | 49 | 1,504 | — | 86,132 |
| Nonperforming | — | 240 | 20 | 49 | — | — | — | — | 309 |
| Total consumer and other loans, at amortized cost, gross | 12,047 | 50,460 | 17,941 | 4,269 | 171 | 49 | 1,504 | — | 86,441 |
| Gross write offs | 235 | 682 | 254 | 1,089 | 23 | 9 | 75 | — | 2,367 |
BAYFIRST FINANCIAL CORP.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)(Dollars in thousands, except per share data)
NOTE 5 –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 CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)(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 June 30, 2026 are summarized below. There were no liabilities carried at fair value on a recurring basis at June 30, 2026.
| Quoted Prices inActive Marketsfor Identical Assets(Level 1) | SignificantOtherObservableInputs(Level 2) | SignificantUnobservableInputs(Level 3) | Total | |
|---|---|---|---|---|
| Financial assets | ||||
| Investment securities available for sale | $— | $27,778 | $— | $27,778 |
| Government guaranteed loans HFI, at fair value | — | — | 43,847 | 43,847 |
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 | — | — | 54,076 | 54,076 |
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 CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)(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 June 30, 2026 and December 31, 2025.
| June 30, 2026 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Total Loans | Nonaccrual(1) | 90 Days or More Past Due(1) | |||||||
| Fair Value Carrying Amount | Unpaid Principal Balance | Fair Value Gain (Loss) | Fair Value Carrying Amount | Unpaid Principal Balance | Fair Value Gain (Loss) | Fair Value Carrying Amount | Unpaid Principal Balance | Fair Value Gain (Loss) | |
| Real estate - commercial | $10,157 | $10,022 | $135 | $416 | $434 | $(18) | $— | $— | $— |
| Commercial and industrial | 33,690 | 47,335 | (13,645) | 27 | 9,629 | (9,602) | — | — | — |
| Total loans HFI, at fair value | $43,847 | $57,357 | $(13,510) | $443 | $10,063 | $(9,620) | $— | $— | $— |
| December 31, 2025 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Total Loans | Nonaccrual(1) | 90 Days or More Past Due(1) | |||||||
| Fair Value Carrying Amount | Unpaid Principal Balance | Fair Value Gain (Loss) | Fair Value Carrying Amount | Unpaid Principal Balance | Fair Value Gain (Loss) | Fair Value Carrying Amount | Unpaid Principal Balance | Fair Value Gain (Loss) | |
| Real estate - commercial | $10,348 | $10,420 | $(72) | $— | $— | $— | $— | $— | $— |
| Commercial and industrial | 43,728 | 50,165 | (6,437) | 1,491 | 2,630 | (1,139) | — | — | — |
| Total loans HFI, at fair value | $54,076 | $60,585 | $(6,509) | $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 six months ended June 30, 2026 and June 30, 2025 for government guaranteed loans HFI, at fair value, were as follows:
| Six Months Ended June 30, | ||
|---|---|---|
| 2026 | 2025 | |
| Interest income | $2,338 | $3,447 |
| Change in fair value | (7,001) | 1,687 |
| Total gain, net | $(4,663) | $5,134 |
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 Condensed Consolidated Statements of Income.
BAYFIRST FINANCIAL CORP.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)(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 six months ended June 30, 2026 and June 30, 2025:
| Six Months Ended June 30, | ||
|---|---|---|
| 2026 | 2025 | |
| Balance of government guaranteed loans HFI at fair value, beginning of period | $54,076 | $60,833 |
| New government guaranteed originations at fair value | — | 44,349 |
| Loans sold | — | (12,488) |
| Principal payments | (3,228) | (3,694) |
| Total fair value gains (losses) during the period | (7,001) | 1,687 |
| Balance of government guaranteed loans HFI at fair value, end of period | $43,847 | $90,687 |
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 June 30, 2026 and December 31, 2025:
| Fair Value · ValuationTechnique · Unobservable Inputs · Range (Weighted Average) | |||||
|---|---|---|---|---|---|
| Government guaranteed loans HFI, at fair value | $43,847 | Discounted | Discount rate | 4.89%-8.39% (7.39%) | |
| cash flow | Conditional prepayment rate | 7.83%-18.62% (11.46%) | |||
| Government guaranteed loans HFI, at fair value | $54,076 | Discounted | Discount rate | 5.27%-8.77% (7.75%) | |
| cash flow | Conditional prepayment rate | 8.61%-18.58% (11.16%) | |||
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 CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)(Dollars in thousands, except per share data)
Assets measured at fair value on a nonrecurring basis at June 30, 2026 are summarized below:
| Fair Value | Valuation Technique(s) | SignificantUnobservableInput(s) | Discount % Amount | Valuation Level | |
|---|---|---|---|---|---|
| Individually evaluated loans | $4,781 | Discounted appraisals, estimated net realizable value of collateral | Collateral discounts | 25%-100% | 3 |
| Other real estate owned | $532 | Discounted appraisals, estimated net realizable value of collateral | Collateral discounts | 10% | 3 |
| Repossessed assets | $466 | Discounted appraisals, estimated net realizable value of collateral | Collateral discounts | 10% | 3 |
Assets measured at fair value on a nonrecurring basis at December 31, 2025 are summarized below:
| Fair Value | Valuation Technique(s) | SignificantUnobservableInput(s) | Discount % Amount | Valuation level | |
|---|---|---|---|---|---|
| Individually evaluated loans | $2,628 | Discounted appraisals, estimated net realizable value of collateral | Collateral discounts | 10% | 3 |
| Other real estate owned | $400 | Discounted appraisals, estimated net realizable value of collateral | Collateral discounts | 10% | 3 |
| Repossessed assets | $263 | Discounted appraisals, estimated net realizable value of collateral | Collateral discounts | 10% | 3 |
BAYFIRST FINANCIAL CORP.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)(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 June 30, 2026 and December 31, 2025 are as follows:
| June 30, 2026 · December 31, 2025 | |||||
|---|---|---|---|---|---|
| (as restated) | |||||
| Level | Carrying Value | Fair Value | Carrying Value | Fair Value | |
| Assets: | |||||
| Cash and cash equivalents | 1 | $139,165 | $139,165 | $206,982 | $206,982 |
| Investment securities held to maturity | 2 | 2,493 | 2,371 | 2,493 | 2,384 |
| Nonmarketable equity securities, at cost | 2 | 3,164 | 3,164 | 4,656 | 4,656 |
| Loans HFI, at amortized cost | 3 | 793,912 | 789,765 | 881,942 | 894,320 |
| Accrued interest receivable | 2 | 5,127 | 5,127 | 6,317 | 6,317 |
| Government guaranteed loan servicing rights | 3 | 9,942 | 13,387 | 12,580 | 16,041 |
| Liabilities: | |||||
| Noninterest-bearing deposit accounts | 2 | $116,788 | $116,788 | $95,731 | $95,731 |
| Interest-bearing transaction accounts | 2 | 135,628 | 135,628 | 231,227 | 231,227 |
| Savings and money market deposit accounts | 2 | 422,933 | 422,933 | 454,639 | 454,639 |
| Time deposits | 2 | 313,525 | 313,224 | 402,341 | 403,394 |
| Subordinated notes | 2 | 5,966 | 5,757 | 5,962 | 5,877 |
| Notes payable | 2 | 1,252 | 1,233 | 1,593 | 1,590 |
| Accrued interest payable | 2 | 597 | 597 | 1,133 | 1,133 |
NOTE 6 –GOVERNMENT GUARANTEED LOAN SERVICING ACTIVITIES
At June 30, 2026 and December 31, 2025, the balance of government guaranteed loans HFI, excluding PPP loans, retained by the Company was $271,779 and $302,986, respectively, of which $77,156 and $70,123 represented the guaranteed portion of the loans. Loans serviced for others are not included in the accompanying Condensed Consolidated Balance Sheets. The unpaid principal balances of government guaranteed loans serviced for others requiring recognition of a servicing asset were $765,655 and $885,505 at June 30, 2026 and December 31, 2025, respectively.
In December 2025, the Company sold SBA 7(a) loans with principal balance of $96,602 to a third party 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 three and six months ended June 30, 2026 and June 30, 2025 follows:
| Three Months Ended | Six Months Ended | |||
|---|---|---|---|---|
| June 30, 2026 | June 30, 2025 | June 30, 2026 | June 30, 2025 | |
| Beginning of period | $11,334 | $16,460 | $12,580 | $16,534 |
| Additions | — | 1,563 | — | 3,215 |
| Amortization | (1,392) | (1,949) | (2,638) | (3,675) |
| End of period | $9,942 | $16,074 | $9,942 | $16,074 |
BAYFIRST FINANCIAL CORP.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)(Dollars in thousands, except per share data)
The fair value of government guaranteed loan servicing rights was $13,387 and $16,041 at June 30, 2026 and December 31, 2025, respectively. Fair value was determined using a weighted average discount rate of 13.88% and a weighted average prepayment speed of 11.38% at June 30, 2026. 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. 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 three and six months ended June 30, 2026 and June 30, 2025:
| Three Months Ended | Six Months Ended | |||
|---|---|---|---|---|
| June 30, 2026 | June 30, 2025 | June 30, 2026 | June 30, 2025 | |
| (as restated) · (as restated) | ||||
| Gain (loss) on sale of guaranteed portion of government guaranteed loans | $— | $4,309 | $(97) | $9,721 |
| Fair value of loan servicing rights created | — | 1,563 | — | 3,215 |
| Gain (loss) on sale of government guaranteed loans, net | $— | $5,872 | $(97) | $12,936 |
NOTE 7 –LEASES
For the three andsix months ended June 30, 2026 and June 30, 2025, the components of total lease cost and supplemental information related to operating leases were as follows:
| Three Months EndedJune 30, | Six Months EndedJune 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Operating lease cost | $481 | $546 | $1,001 | $1,151 |
| Short-term lease cost | 2 | 76 | 6 | 107 |
| Total lease cost, net (1) | $483 | $622 | $1,007 | $1,258 |
| Three Months EndedJune 30, | Six Months EndedJune 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Cash flows related to operating lease liabilities | $233 | $220 | 452 | 496 |
At June 30, 2026, the weighted average discount rate of operating leases was 7.20% and the weighted average remaining life of operating leases was 12.65 years.
The future minimum lease payments for operating leases, subsequent to June 30, 2026, as recorded on the balance sheet, are summarized as follows:
| 2026 | $1,063 |
| 2027 | 1,751 |
| 2028 | 1,313 |
| 2029 | 1,340 |
| 2030 | 1,366 |
| Thereafter | 13,594 |
| Total undiscounted lease payments | $20,427 |
| Less: imputed interest | (7,733) |
| Net lease liabilities | $12,694 |
NOTE 8 –OTHER BORROWINGS
At June 30, 2026 and December 31, 2025, the Company hadno borrowings outstanding from the FHLB or FRB.
BAYFIRST FINANCIAL CORP.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)(Dollars in thousands, except per share data)
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 $378,135 of real estate-related loans as of June 30, 2026. Based on this collateral and the Bank's holdings of FHLB stock, the Bank was eligible to borrow up to $183,545 from the FHLB at June 30, 2026.
In addition, the Bank has a secured line of credit with the Federal Reserve Bank of Atlanta which was secured by $46,256 of commercial loans as of June 30, 2026. 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 $34,034 from the FRB at June 30, 2026.
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. The Company paid the deferred interest as agreed. As of June 30, 2026, the Company was in compliance with all financial debt covenants.
The balance of Notes outstanding at the Company, net of offering costs, amounted to $5,966 and $5,962 at June 30, 2026 and December 31, 2025, respectively.
The Company has a term note with quarterly principal and interest payments with interest at Prime (6.75% at June 30, 2026). The note matures on March 10, 2029 and the balance of the note was $1,252 and $1,593 at June 30, 2026 and December 31, 2025, 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. The deferred interest was paid as agreed. As of June 30, 2026, the Company was in compliance with all financial debt covenants.
NOTE 9 –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 $90 and $150 for the six months ended June 30, 2026 and June 30, 2025, 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.
A summary of changes in the Company’s nonvested restricted shares for the six months ended June 30, 2026 and June 30, 2025 follows:
| Shares | Weighted-AverageGrant-DateFair Value, per share | |
|---|---|---|
| Nonvested at January 1, 2026 | 33,750 | $15.87 |
| Vested | (15,365) | (15.96) |
| Nonvested at June 30, 2026 | 18,385 | $15.80 |
BAYFIRST FINANCIAL CORP.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)(Dollars in thousands, except per share data)
| Shares | Weighted-AverageGrant-DateFair Value, per share | |
|---|---|---|
| Nonvested at January 1, 2025 | 47,485 | $14.54 |
| Granted | 25,800 | 15.78 |
| Vested | (24,225) | (13.23) |
| Forfeited | (540) | (15.03) |
| Nonvested at June 30, 2025 | 48,520 | $15.85 |
At June 30, 2026, there was $243 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 1.6 years. The total fair value of shares vested during the six months ended June 30, 2026 and June 30, 2025 on the vesting date was $245 and $370, 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 1,000,000 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.
A summary of the activity in the Equity Plan for the six months ended June 30, 2026 and June 30, 2025 follows:
| Shares | WeightedAverageExercisePrice | WeightedAverageRemainingContractualTerm (in years) | AggregateIntrinsicValue | |
|---|---|---|---|---|
| Outstanding at January 1, 2026 | 359,233 | $15.68 | ||
| Forfeited | (24,570) | (15.34) | ||
| Outstanding at June 30, 2026 | 334,663 | $15.71 | 3.12 | $— |
| Vested and exercisable at June 30, 2026 | 334,663 | $15.71 | 3.12 | $— |
| Shares | WeightedAverageExercisePrice | WeightedAverageRemainingContractualTerm (in years) | AggregateIntrinsicValue | |
|---|---|---|---|---|
| Outstanding at January 1, 2025 | 364,063 | $15.68 | ||
| Exercised | (1,050) | (14.67) | ||
| Outstanding at June 30, 2025 | 363,013 | $15.68 | 3.67 | $— |
| Vested and exercisable at June 30, 2025 | 357,688 | $15.69 | 3.65 | $— |
There wereno options granted during the six months ended June 30, 2026 or June 30, 2025. All stock options granted are vested and there is no unrecognized compensation cost under the Equity Plan at June 30, 2026.
BAYFIRST FINANCIAL CORP.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)(Dollars in thousands, except per share data)
NOTE 10 –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 six months ended June 30, 2026 and June 30, 2025, there wereno shares issued.
All employees and Directors are eligible to participate in the NSPP. Expense recognized in relation to the NSPP for the six months ended June 30, 2026 and June 30, 2025 was $0 and $9, respectively. During the six months ended June 30, 2026,3,028 shares were purchased at an average price of$3.90. For the six months ended June 30, 2025, 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 $298 and $316 at June 30, 2026 and December 31, 2025, respectively, and the related expense for the six months ended June 30, 2026 and June 30, 2025, was $7. 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. Previous to January 2026, the Company contributed 3% of each employee’s salary each pay period as a safe harbor contribution. In January 2026, the Company updated the plan to change the contribution from the non-elective contribution to a matching contribution equal to 100% of the first 4% and 50% of the next 2% of employee contributions. Expense recognized in relation to the 401(k) plan was $262 and $494 for the six months ended June 30, 2026 and June 30, 2025, 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 $60 expense for the six months ended June 30, 2025. 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 11 –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 June 30, 2026 and December 31, 2025.
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 June 30, 2026, the most recent regulatory notifications categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. There are no conditions or events since that notification that management believes have changed the institution’s classification.
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 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 June 30, 2026:
BAYFIRST FINANCIAL CORP.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)(Dollars in thousands, except per share data)
| Actual | Required for CapitalAdequacy Purposes | To be WellCapitalized UnderPrompt CorrectiveAction Regulations | ||||
|---|---|---|---|---|---|---|
| Amount | Ratio | Amount | Ratio | Amount | Ratio | |
| Total Capital | ||||||
| (to Risk Weighted Assets) | $108,083 | 12.77% | $67,723 | 8.00% | $84,654 | 10.00% |
| Tier 1 Capital | ||||||
| (to Risk Weighted Assets) | $97,066 | 11.47% | $50,792 | 6.00% | $67,723 | 8.00% |
| Common Equity Tier 1 Capital | ||||||
| (to Risk Weighted Assets) | $97,066 | 11.47% | $38,094 | 4.50% | $55,025 | 6.50% |
| Tier 1 Capital | ||||||
| (to Average Assets) | $97,066 | 8.30% | $46,797 | 4.00% | $58,496 | 5.00% |
Actual and required capital amounts and ratios for the Bank are presented below at December 31, 2025 (as restated):
| Actual | Required for CapitalAdequacy Purposes | To be WellCapitalized UnderPrompt CorrectiveAction Regulations | ||||
|---|---|---|---|---|---|---|
| Amount | Ratio | Amount | Ratio | Amount | Ratio | |
| Total Capital | ||||||
| (to Risk Weighted Assets) | $91,085 | 9.48% | $76,867 | 8.00% | $96,084 | 10.00% |
| Tier 1 Capital | ||||||
| (to Risk Weighted Assets) | $78,951 | 8.22% | $57,650 | 6.00% | $76,867 | 8.00% |
| Common Equity Tier 1 Capital | ||||||
| (to Risk Weighted Assets) | $78,951 | 8.22% | $43,238 | 4.50% | $62,455 | 6.50% |
| Tier 1 Capital | ||||||
| (to Average Assets) | $78,951 | 5.98% | $52,837 | 4.00% | $66,046 | 5.00% |
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 the 10K for additional information.
NOTE 12 –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 June 30, 2026 and December 31, 2025 were as follows:
| June 30, 2026 | December 31, 2025 | |
|---|---|---|
| Unfunded loan commitments | $— | $1,257 |
| Unused lines of credit | 180,790 | 207,665 |
| Standby letters of credit | 1,361 | 1,161 |
BAYFIRST FINANCIAL CORP.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)(Dollars in thousands, except per share data)
All unused lines of credit at June 30, 2026 and December 31, 2025 were variable rate lines of credit and the majority of unfunded loan commitments at June 30, 2026 and December 31, 2025 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 June 30, 2026 and December 31, 2025, ACL for off-balance sheet loan commitments totaled $788 and $671, respectively.
NOTE 13 –EARNINGS PER COMMON SHARE
The following table sets forth the computation of basic and diluted earnings per common share for the three and six months ended June 30, 2026 and June 30, 2025:
| Three Months EndedJune 30, | Six Months EndedJune 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Basic: · (As Restated) · (As Restated) | ||||
| Net loss | $(32,665) | $(1,854) | $(38,595) | $(2,792) |
| Less: Preferred stock dividend earned | 386 | 386 | 771 | 771 |
| Net loss attributable to common shareholders | $(33,051) | $(2,240) | $(39,366) | $(3,563) |
| Weighted average common shares outstanding | 4,107,554 | 4,131,670 | 4,107,801 | 4,136,370 |
| Basic loss per common share: | $(8.05) | $(0.54) | $(9.58) | $(0.86) |
| Diluted: | ||||
| Net loss | $(32,665) | $(1,854) | $(38,595) | $(2,792) |
| Less: Preferred stock dividend earned | 386 | 386 | 771 | 771 |
| Add: Series B preferred stock and preferred C stock dividends | — | — | — | — |
| Net loss attributable to common shareholders | $(33,051) | $(2,240) | $(39,366) | $(3,563) |
| Weighted average common shares outstanding for basic loss per common share | 4,107,554 | 4,131,670 | 4,107,801 | 4,136,370 |
| Add: Dilutive effects of conversion of Series B preferred stock and Preferred C to common stock | — | — | — | — |
| Add: Dilutive effects of assumed exercises of stock options and warrants | — | — | — | — |
| Average shares and dilutive potential common shares | 4,107,554 | 4,131,670 | 4,107,801 | 4,136,370 |
| Diluted loss per common share: | $(8.05) | $(0.54) | $(9.58) | $(0.86) |
The following securities outstanding at June 30, 2026 and June 30, 2025 have been excluded from the calculation of weighted average shares outstanding as their effect on the calculation of loss per share are antidilutive:
| Three Months EndedJune 30, | Six Months EndedJune 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Common stock options | 334,663 | 363,013 | 343,465 | 363,013 |
| Convertible Series B preferred stock | 3,210 | 3,210 | 3,210 | 3,210 |
| Convertible Series C preferred stock | 6,446 | 6,446 | 6,446 | 6,446 |
| Convertible Series D preferred stock | 4,000 | 0 | 4,000 | 0 |
| Convertible Series E preferred stock | 4,000 | 0 | 4,000 | 0 |
BAYFIRST FINANCIAL CORP.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)(Dollars in thousands, except per share data)
NOTE 14 -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 Company’s Chief Operating Decision Maker (“CODM”). Senior management includes the following officers of the Company: President and Chief Executive Officer; EVP, 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 condensed consolidated balance sheets and condensed consolidated statements of income. Additionally, the Company’s significant expenses are adequately segmented by category and amount in the condensed 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 16 –SUBSEQUENT EVENTS
Restatement of Previously Issued Financial Statements
As previously disclosed in the Current Report on Form 8-K filed with the SEC on July 15, 2026, the Company is restating its previously issued financial statements as and for the years ended December 31, 2024, and December 31, 2025, and the quarter ended March 31, 2026. For further details refer to Note 1 of the 2025 10-K/A.
Stock Purchase and Exchange Agreements and Rights Offering
On July 14, 2026, the Company obtained shareholder approval to amend the BayFirst Financial Corp. Articles of Incorporation to increase the number of authorized shares of the common stock from 15,000,000 to 100,000,000 and exchanged all 4,000 outstanding shares of Mandatorily Convertible Cumulative Perpetual Preferred Stock, Series D, and exchanged all 4,000 outstanding shares of Mandatorily Convertible Cumulative Perpetual Preferred Stock, Series E for a total of 22,856,000 shares of common stock. Upon conversion, all shares of Series D and Series E Preferred Stock were retired. Management also noted a Mid-August launch date for the rights offering, discussed in the Stock Purchase Agreement included with the Company’s Form 8-K and the exhibits dated April 28, 2026, and filed with the Securities and Exchange Commission on April 30, 2026.
Redemption of Series A and Series B Preferred Shares
On July 20, 2026, the Company sent notifications to holders of Series A and Series B Preferred Shares formally redeeming all outstanding. On August 10, 2026, payment in the amount of$6,464 for Preferred Series A, including accrued dividends of$303, and payment in the amount of$3,241 for Preferred Series B, including accrued dividends of$118.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.