Business Context and Reporting Period
This Form 8-K Current Report covers events occurring on July 14, 2026, for BayFirst Financial Corp. (BAFN), a Florida corporation listed on The Nasdaq Stock Market. The filing details the results of a Special Meeting of Shareholders held on that date, focusing on capital structure changes and corporate governance adjustments.
Key Financial Metrics
This filing is a current report regarding corporate events and does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on equity transactions and shareholder voting results.
Material Changes Versus Prior Period
- Change in Control: Kenneth R. Lehman exchanged 4,000 shares of Mandatorily Convertible Cumulative Perpetual Preferred Stock, Series E, for 11,428,000 shares of common stock. This transaction resulted in Mr. Lehman owning 42.38% of the Company's outstanding common shares as of July 14, 2026.
- Board Representation: Pursuant to a Stock Purchase Agreement, Mr. Lehman is entitled to designate one individual to the Boards of Directors of both the Company and its subsidiary bank. He has indicated his intent to serve as a director on both boards.
- Capital Structure Amendment: Shareholders approved an amendment to the Articles of Incorporation increasing the number of authorized common shares from 15,000,000 to 100,000,000.
Shareholder Voting Results and Governance
The Special Meeting had 3,324,053 shares present (80.9% of eligible shares). The voting outcomes were as follows:
| Proposal | Voted For | Abstentions/Non-Votes | Withheld | Outcome |
|---|---|---|---|---|
| Approval of Common Stock Issuance (Series D & E Conversion) | 2,401,615 | 910,047 | 12,391 | Approved |
| Amendment to Increase Authorized Shares | 3,239,088 | 67,417 | 17,548 | Approved |
| Adjournment | Not considered; meeting concluded without adjournment. |
Investor Verification Checklist
- Verify the exact ownership percentage of Kenneth R. Lehman post-conversion (stated as 42.38%) and its impact on voting control.
- Review the filed Stock Purchase Agreement (Exhibit 10.1) and Exchange Agreement (Exhibit 10.4) for specific terms regarding board designation rights and future obligations.
- Confirm the updated authorized share count of 100,000,000 in the amended Articles of Incorporation (Exhibit 3.1).
- Monitor subsequent filings for the appointment of the new director designated by Mr. Lehman.