Form 8-K

8-K — BayFirst Financial Corp.

Accession: 0001649739-26-000041

Filed: 2026-07-15

Period: 2026-07-14

CIK: 0001649739

SIC: 6022 (STATE COMMERCIAL BANKS)

Item: Results of Operations and Financial Condition

Item: Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

Item: Financial Statements and Exhibits

Documents

8-K — bafn-20260714.htm (Primary)

EX-99.1 (bayfirstq32026restatement.htm)

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8-K

8-K (Primary)

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0001649739FALSE00016497392026-07-142026-07-14

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) July 14, 2026

BAYFIRST FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

Florida 001-41068 59-3665079

(State or other jurisdiction

of incorporation)

(Commission

file number)

(IRS employer

identification no.)

700 Central Avenue 33701

St. Petersburg, Florida

(Zip Code)

(Address of principal executive offices)

(727) 440-6848

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities Registered pursuant to Section 12(b) of the Act:

Title of each class registered Trading Symbol(s) Name of exchange on which registered

Common Stock BAFN The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1933 (§240.12b-2 of this chapter)

Emerging growth company ☑

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 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 resolution plan includes the identification of specific loans within the Company’s government guaranteed loan portfolio, as well as adjustments to the net amount expected to be collected on over 7,000 unguaranteed SBA 7(a) small balance loans. These adjustments impact loans measured at amortized cost in accordance with ASC 326 and loans measured at fair value in accordance with ASC 825. These adjustments amount to $37.0 million.

These items will be included in the Company’s second quarter earnings and financial reports. The Company will release second quarter earnings after the close of markets on Thursday July 30, 2026.

Item 4.02 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 which the errors accumulated in 2024, 2025, and the first quarter of 2026.

As a result of management’s review, on July 14, 2026, Company management recommended to the Audit Committee of the Board of Directors, and the Audit Committee agreed, that the Company’s consolidated financial statements as of and for the years ended December 31, 2024, and December 31, 2025, and the quarter ended March 31, 2026, should be restated, and the previously issued consolidated financial statements, and the related audit reports from its independent registered public accounting firm for such periods, should no longer be relied on. In addition, investors should no longer rely upon earnings releases, press releases, investor presentations and other communications that cover any period during these periods.

Accordingly, the Company will file amendments to its 2025 Form 10-K restating the years ended December 31, 2025 and 2024, and to its first quarter 2026 Form 10-Q restating that period. The Company expects to file these amendments by August 12, 2026. For the quarters in 2025, those will be restated comparatively as the Form 10-Q for the corresponding quarter in 2026 is filed.

Further, the Company is undertaking a recovery analysis of incentive-based compensation received by Company executive officers during the relevant recovery period pursuant to 17 CFR Section 240.10D-1(b). In addition, the Company is evaluating whether the matters discussed above will result in

the identification of material weaknesses in the Company’s internal control over financial reporting. If such weaknesses are identified, they will also be disclosed in the amended filings.

Management and the Audit Committee have discussed the matters disclosed herein with Forvis Mazars, LLP, the Company’s independent registered public accounting firm.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number

Exhibit Name

Filed Herewith

99.1

BayFirst Financial Corp. Press Release dated July 15, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

The information in this report (including the exhibits) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BAYFIRST FINANCIAL CORP.

Date: July 15, 2026

By: /s/ Scott J. McKim

Scott J. McKim

Chief Financial Officer

EX-99.1

Filename: bayfirstq32026restatement.htm · Sequence: 2

Document

Contacts:

Alfred T. Rogers, Jr. Scott J. McKim

Chief Executive Officer Chief Financial Officer

727.685.2097 727.521.7085

BayFirst Announces Impact of Asset Resolution Plan and Restatement of Prior Period Financial Statements

ST. PETERSBURG, Florida – July 15, 2026 – BayFirst Financial Corp. (NASDAQ: BAFN) (“BayFirst” or “Company”), parent company of BayFirst National Bank (“Bank”) today announced that it 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 asset resolution plan includes the identification of specific loans within the Company’s government guaranteed loan portfolio, as well as adjustments to the net amount expected to be collected on over 7,000 unguaranteed SBA 7(a) small balance loans. These adjustments impact loans measured at amortized cost and loans measured at fair value, and amount to $37.0 million.

Furthermore, the Company will book an impairment of $1.5 million on a non-marketable equity investment in a firm who was a partner with the Company’s former SBA 7(a) lending business and will also write down by $1.6 million the unamortized premiums on the Company’s portfolio of purchased fully guaranteed USDA loans which are at risk of default or early prepayment. These items will be included in the Company’s second quarter earnings and financial reports that are scheduled to be released after the close of markets on July 30, 2026.

As a result of such review, the Company will restate its previously issued audited financial statements for the years ended December 31, 2024 and 2025, and for the first quarter ended March 31, 2026. The Company’s management, in consultation with its Audit Committee and its Board of Directors, identified $2.8 million of deferred origination costs and $2.1 million of accrued interest related to loans which had defaulted or were 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 periods 2024, 2025 and the first quarter of 2026.

These misstatements have resulted in corrections to the Company’s results of operations for the periods of 2024, 2025, and the first quarter of 2026. Specifically, the previously reported: (i) 2024 net income of $12.6 million will be restated to a net income of $11.4 million; (ii) 2025 net loss of $22.9 million will be restated to a net loss of $24.2 million; and (iii) first quarter 2026 net loss of $5.7 million will be restated to a net loss of $5.9 million. As a result, the Company’s previously filed financial statements and other communication relating to those periods should no longer be relied upon. The Company anticipates it will file amendments to its 2025 Form 10-K and first quarter 2026 Form 10-Q by August 12, 2026.

“We take our obligation to provide accurate and transparent financial reporting seriously,” stated Alfred Rogers, Chief Executive Officer. “Once this understatement of provision expense was identified through our internal review process, we moved quickly to investigate, correct the error, and notify our shareholders and regulators. Despite the correction, the Bank remains well capitalized and well positioned to continue serving our customers and communities.”

About BayFirst Financial Corp.

BayFirst Financial Corp. is a registered bank holding company based in St. Petersburg, Florida which commenced operations on September 1, 2000. Its primary source of income is derived from its wholly owned subsidiary, BayFirst National Bank, a national banking association which commenced business operations on February 12, 1999. The Bank currently operates eleven full-service banking offices throughout the Tampa Bay-Sarasota region and offers a broad range of commercial and consumer banking services to businesses and individuals. As of March 31, 2026, BayFirst Financial Corp. had $1.20 billion in total assets.

Forward-Looking Statements

In addition to the historical information contained herein, this presentation includes "forward-looking statements" within the meaning of such term in the Private Securities Litigation Reform Act of 1995. These statements are subject to many risks and uncertainties, including, but not limited to, the effects of health crises, global military hostilities, weather events, or climate change, including their effects on the economic environment, our customers and our operations, as well as any changes to federal, state or local government laws, regulations or orders in connection with them; the ability of the Company to implement its strategy and expand its banking operations; changes in interest rates and other general economic, business and political conditions, including changes in the financial markets; changes in business plans as circumstances warrant; risks related to mergers and acquisitions; changes in benchmark interest rates used to price loans and deposits, changes in tax laws, regulations and guidance; enforcement actions initiated by our regulators and their impact on our operations; and other risks detailed from time to time in filings made by the Company with the SEC, including, but not limited to those “Risk Factors” described in our most recent Form 10-K and Form 10-Q. Readers should note that the forward-looking statements included herein are not a guarantee of future events, and that actual events may differ materially from those made in or suggested by the forward-looking statements.

Note: Transmitted on Globe Newswire on July 15, 2026 at 4:00 p.m. ET.

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