Director — Anthony Leo: A former CEO and current director resigned from the board, representing a genuine departure of a senior figure, though his prior executive role suggests lower immediate operational impact than a sitting CEO departure.

Results of Operations and Financial Condition On August 13, 2026, BayFirst Financial Corp. (“Company”) issued a press release announcing its financial results for the second quarter of 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Changes in Control of Registrant. As a result of shareholder approval of Proposals 1 and 2 described below, and pursuant to an Exchange Agreement dated April 28, 2026, on July 14, 2026, BayFirst Financial Corp. (the "Company") exchanged 4,000 shares of Mandatorily Convertible Cumulative Perpetual Preferred Stock, Series E owned by Kenneth R. Lehman for 11,428,000 shares of common stock. Such shares represent 42.38% of the outstanding common shares of the Company as of the date of hereof. Purs…

Results of Operations and Financial Condition. BayFirst Financial Corp. (the “Company”) has completed and quantified the impact of the asset resolution plan adopted in accordance with the transactions contemplated by the Stock Purchase Agreement dated April 28, 2026. The nature, scope, and potential impact of the asset resolution plan were discussed in the Company’s Form 8-K and the exhibits incorporated therein, filed with the Securities and Exchange Commission on April 30, 2026. The asset r…

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review. During this process, management also identified $2.8 million of deferred origination costs and $2.1 million of accrued interest as of March 31, 2026, related to loans which had defaulted or placed into non-accrual status in prior periods, which resulted in a material understatement of provision expense and overstatement of net interest income during the effected quarterly periods in w…

President and Chief Executive Officer — Alfred (''Al'') T. Rogers, Jr.: Mr. Rogers was promoted to President and CEO of the Company.

Registration Rights Agreement Simultaneous with entering into the Securities Purchase Agreement, the Company and the Purchasers entered into a Registration Rights Agreement (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, the Company will register for resale the Common Shares and the Underlying Preferred Shares (collectively, the “Registrable Securities”). The Company has agreed to file with the Securities and Exchange Commission (the “SEC”) a registration…

CEO — Thomas G. Zernick: Thomas G. Zernick retired as CEO and director of the Company.

Unregistered Sales of Equity Securities. Securities Purchase Agreement On April 28, 2026, BayFirst Financial Corp. (the “Company”) entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with Kenneth R. Lehman and other 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: (i) 4,000 shares (the “Series D Shares”) of the Com…

Results of Operations and Financial Condition On April 30, 2026, BayFirst Financial Corp. (“Company”) issued a press release announcing its financial results for the first quarter of 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Chief Accounting Officer — Rhonda S. Tudor: The position of Chief Accounting Officer was eliminated due to a company-wide reduction, leading to Rhonda S. Tudor's departure.

Results of Operations and Financial Condition On January 29 2026, BayFirst Financial Corp. (“Company”) issued a press release announcing its financial results for the fourth quarter of 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Entry into a Material Definitive Agreement. On December 29, 2025, BayFirst Financial Corp. (the “Company”) and the holders of the Company’s $6.0 million of 4.5% Fixed to Floating Subordinated Notes Due June 30, 2031 (the “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…

Results of Operations and Financial Condition On October 30, 2025, BayFirst Financial Corp. (“Company”) issued a press release announcing its financial results for the third quarter of 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Entry into a Material Definitive Agreement. On September 25, 2025, BayFirst National Bank (the “Bank”), a wholly-owned subsidiary of BayFirst Financial Corp. (the “Company”), entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Banesco USA (“Banesco”). Banesco agreed to purchase approximately $103 million of SBA 7(a) loan balances at ninety-seven percent (97%) of the aggregate unpaid principal balance as of the close of business on the closing date, plus the book value of…

Results of Operations and Financial Condition On July 29, 2025, BayFirst Financial Corp. (the “Company”) issued a press release announcing its financial results for the second quarter of 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Other Events On April 22, 2025, the Company’s Board of Directors declared a quarterly cash dividend of $0.08 per common share. The dividend will be payable June 15, 2025 to common shareholders of record as of June 1, 2025. The Company has continuously paid quarterly common stock cash dividends since 2016.

Results of Operations and Financial Condition On April 24, 2025, BayFirst Financial Corp. (the “Company”) issued a press release announcing its financial results for the first quarter of 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Results of Operations and Financial Condition On January 30, 2025, BayFirst Financial Corp. (the “Company”) issued a press release announcing its financial results for the fourth quarter of 2024. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Other Events On January 28, 2025, the Company’s Board of Directors declared a quarterly cash dividend of $0.08 per common share. The dividend will be payable March 15, 2025 to common shareholders of record as of March 1, 2025. The Company has continuously paid quarterly common stock cash dividends since 2016. On January 28, 2025, the Board of Directors of BayFirst Financial Corp. (the “Company”) approved the Company’s 2025 Stock Repurchase Program (“Program”). The Program permits the Company…

Entry into a Material Definitive Agreement. On December 23, 2024, BayFirst National Bank (the “Bank”), a wholly-owned subsidiary of BayFirst Financial Corp. (the “Company”), entered into an Agreement for Purchase and Sale of Property (the “Sale Agreement”) with Mountainseed Real Estate Services, LLC (“Mountainseed”). The Sale Agreement provides for the Bank’s sale to Mountainseed of the Bank’s Seminole and Countryside branch office properties for an aggregate cash purchase price of $15.00 mil…

Other Events On October 22, 2024, the Company’s Board of Directors declared a quarterly cash dividend of $0.08 per common share. The dividend will be payable December 15, 2024 to common shareholders of record as of December 1, 2024. The Company has continuously paid quarterly common stock cash dividends since 2016.

Results of Operations and Financial Condition On October 24, 2024, BayFirst Financial Corp. (the “Company”) issued a press release announcing its financial results for the third quarter of 2024. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Director — Tarek Helal: Resigned to avoid potential appearance of a conflict of interest with his new position at Raymond James Financial.

Results of Operations and Financial Condition On July 25, 2024, BayFirst Financial Corp. (the “Company”) issued a press release announcing its financial results for the second quarter of 2024. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.