BayFirst Financial (BAFN) Proxy filing summary

Executive summary

• Special Meeting scheduled for July 14, 2026, to address capital structure and regulatory compliance following an $80 million private placement of Series D and E preferred stock.

• The capital raise was necessary due to significant operating losses, asset quality deterioration, and regulatory capital shortfalls at the bank subsidiary.

• New leadership appointed: Alfred T. Rogers, Jr. to serve as President and CEO, expected to focus on community banking and profitability.

• Shareholders will have the opportunity to purchase common stock at $3.50 per share in a subsequent offering, matching the private placement price.

Voting matters and shareholder proposals

• Proposal 1: Approve issuance of common stock upon conversion/exchange of Series D and E preferred stock, exceeding 20% of outstanding shares.

• Proposal 2: Approve amendment to increase authorized common shares from 15,000,000 to 100,000,000.

• Proposal 3: Approve adjournment of the meeting if more time is needed to secure votes for Proposals 1 or 2.

• Board unanimously recommends voting “FOR” all proposals.

Board of directors and corporate governance

• Board approved the private placement and the proposed amendments to the articles of incorporation.

• Kenneth R. Lehman, a major investor, has the right to designate a board member and maintain his ownership percentage.

• No directors or executive officers participated in the private placement, but may participate in the shareholder offering.