BayFirst Financial (BAFN) Proxy filing summary

Executive summary

• Special Meeting scheduled for July 14, 2026, to address capital structure and shareholder value following an $80 million capital raise completed in April 2026.

• The capital raise involved issuing Series D and Series E preferred stock, convertible to common stock upon shareholder approval.

• The proceeds are intended to restore regulatory capital compliance, support growth, and return the bank to profitability.

• The company faced significant losses in 2025 and Q1 2026, prompting urgent capital action and leadership changes.

• A public offering of up to 4,108,072 shares at $3.50 per share will be available to shareholders after conversion approval.

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

• Alfred T. Rogers, Jr. appointed as President and CEO of the bank and expected to join the board, contingent on capital actions.

• Kenneth R. Lehman, a major investor, has rights to board representation and gross-up rights to maintain ownership.

• No directors or officers participated in the private placement; they may participate in the subsequent shareholder offering.