Business Context and Reporting Period
Company: BayFirst Financial Corp. (BAFN)
Filing Type: Form 8-K (Current Report)
Date of Report: April 28, 2026
Reporting Period: Events occurring on April 28, 2026, and Q1 2026 results announced April 30, 2026.
The Company, a Florida-based financial holding company, executed a significant capital raise and leadership transition to address capital levels and return to profitability.
Key Financial Metrics and Capital Structure
- Capital Raise: Gross proceeds of $80,000,000 from a private placement of preferred stock.
- Securities Issued:
- 4,000 shares of Series D Preferred Stock at $10,000/share.
- 4,000 shares of Series E Preferred Stock at $10,000/share.
- Conversion Terms: Initial conversion price of $3.50 per share of Common Stock (2,857 shares of Common Stock per Preferred Share).
- Dividend Rate: 11% cumulative annual dividend on Preferred Shares, payable semi-annually starting December 15, 2026.
- Transaction Costs: 6% commission paid to placement agent (Hovde Group, LLC) plus reimbursement of expenses.
- CEO Compensation: New CEO Alfred T. Rogers, Jr. to receive a minimum annual salary of $450,000 plus incentives.
Material Changes vs. Prior Period
- Leadership Transition: Thomas G. Zernick retired as CEO and Director on April 30, 2026. Alfred T. Rogers, Jr. was appointed President and CEO of the subsidiary bank and is pending appointment as CEO of the Company. Robin L. Oliver serves as interim CEO.
- Capital Structure: Creation of Series D and Series E Preferred Stock classes. The Company filed Articles of Amendment to authorize these shares.
- Strategic Direction: Proceeds are designated to improve capital levels, redeem existing preferred stock, fund allowance for credit losses, and accelerate asset resolution strategies.
- Board Composition: Investor Kenneth R. Lehman is entitled to designate one director to the Company and Bank boards.
Guidance, Outlook, and Risks
- Use of Proceeds: Funds will be used to restructure capital, fund credit loss allowances, and support growth to return the Bank to profitability.
- Shareholder Approvals: A shareholder meeting is planned for July 2026 to approve an increase in authorized Common Stock to 100,000,000 shares and the issuance of underlying shares. Failure to obtain approval by December 15, 2026, triggers the 11% cumulative dividend obligation.
- Registration Rights: The Company must file a registration statement for resale of securities by December 15, 2026, or face monthly liquidated damages of 1.0% of the purchase price.
- Future Offering: Filed a Form S-1 on April 30, 2026, for a public offering of up to 4,108,072 shares of Common Stock at $3.50/share, marketed exclusively to shareholders of record on May 12, 2026.
- Risks: Reliance on regulatory approvals for the new CEO; potential dilution upon conversion of preferred stock; obligation to pay dividends if shareholder approvals are delayed.
Investor Verification Checklist
- Verify the status of the shareholder meeting scheduled for July 2026 regarding the Articles Amendment and Issuance Approval.
- Confirm the Federal Reserve Bank of Atlanta's non-objection to Alfred T. Rogers, Jr.'s appointment as CEO.
- Review the specific terms of the "Partial Conversion" mechanism if shareholder approval for the Articles Amendment is not obtained.
- Monitor the filing and effectiveness of the Form S-1 registration statement for the public offering of Common Stock.
- Assess the impact of the 11% dividend obligation on future cash flows if the December 15, 2026, deadline for shareholder approval is missed.