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0001649739FALSE00016497392025-12-292025-12-29

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) December 29, 2025 

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):  
o
 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
 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 1.01. Entry into a Material Definitive Agreement.
On December 29, 2025, BayFirst Financial Corp. (the “Company”) and the holders of the Company’s $6.0 million of 4.5% Fixed to Floating Subordinated Notes Due June 30, 2031 (the “Notes”) entered into an Amendment to the Notes (the “Amendment”), effective as of December 26, 2025. Pursuant to the Amendment, instead of the Company paying interest on the Notes, the outstanding principal of the Notes shall be increased by the amount of interest due as of the date of the Amendment and that becomes due through and including June 30, 2026. In addition, if the Company does not pay all amounts due on the Notes by June 30, 2026, at the Company’s option, (i) it shall pay the holders 3% of the outstanding principal of the Notes, or (ii) the principal of the Notes shall be increased by 3%. As of December 31, 2025, the principal due on the Notes was $6.0 million and the interest rate was 4.5%.
On December 30, 2025, First National Bankers Bank agreed that the Company may defer the quarterly interest payment due December 10, 2025 on its term loan until March 10, 2026. As of December 31, 2025, the principal due on the term loan was $1.6 million and the interest rate was 6.75%.
The Press Release is attached as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
  (d) Exhibits
Exhibit Number

Exhibit Name
 Filed Herewith
10.1 *
10.2 *
104 *
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: January 6, 2026
By: /s/ Scott J. McKim
Scott J. McKim
Chief Financial Officer


EX-10.1 2 a101amendmenttonoteagreeme.htm EX-10.1 Document

December 26, 2025

Amendment to the
4.5% Fixed to Floating Subordinated Notes Due 2031
Reference is hereby made to the 4.5% Subordinated Notes Due June 30, 2031 (the “Subordinated Notes”), by and between BayFirst Financial Corp., a Florida corporation (the “Company”) and the Purchasers (a “Purchaser”, and collectively, the “Purchasers”). Capitalized terms used here and not otherwise defined shall have the meanings ascribed to such terms in the Subordinated Notes. This Amendment to the Subordinated Notes is between the Company and all Purchasers and shall serve to modify the terms and conditions of the Subordinated Notes (this “Agreement”).
WHEREAS, the Purchasers and the Company have determined that it is in the best of the parties for the parties to amend certain terms of the Subordinated Notes.
NOW THEREFORE, the following terms of the Subordinated Notes are agreed to and shall be amended as follows:
1.This Agreement shall be effective upon the execution by the Company and the Purchasers.
2.The payment of interest shall be as follows:
a.Interest, as provided in Section 1(i) of the Subordinated Notes, shall be paid-in-kind (“PIK”) and the aggregate outstanding principal amount of the Subordinated Notes shall be automatically increased on each such Fixed Interest Payment Date by the amount of such PIK interest for all accrued and unpaid interest payments as of the date hereof and for future scheduled interest payments owed through and including the June 30, 2026 Fixed Interest Payment Date.
b.Interest, as otherwise provided in Section 1 of the Subordinated Notes, shall not be affected by this Agreement.
3.As further consideration for the Purchasers’ deferral of the payment of interest as provided herein, if all amounts due under the Subordinated Notes are not paid in full by June 30, 2026, at the Company’s option, (i) an amount equal to 3% of the outstanding principal amount of each Subordinated Note shall be paid by the Company on June 30, 2026, to the respective Purchaser of such Subordinated Note, or (ii) if the amounts payable pursuant to Section 3(i) are not made as provided in such subsection, the aggregate outstanding principal amount of each Subordinated Note shall be automatically increased by an amount equal to 3% of the outstanding principal amount of such Subordinated Note.



Except as otherwise provided herein, nothing in this Agreement shall otherwise amend any of the terms and conditions in the Subordinated Notes, and the Purchasers shall not be deemed to have waived any of their rights and remedies thereunder.


Sincerely,



Thomas G. Zernick, Chief Executive Officer
EX-10.2 3 a102changeintermsonfnbbter.htm EX-10.2 Document

Change in Terms Agreement

Principal Loan Date Maturity Loan No. Call/Coll Account Officer Initials
$4,097,717.59 3/10/2020 3/10/2029 9A/3010 CKA
References to the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing "***" has been omitted due to text length limitations.
Borrower: BayFirst Financial Corp fka First Home Bancorp, Inc. Lender: FIRST NATIONAL BANKERS BANK Florida Region
700 Central Avenue, Suite 102 605 Crescent Executive Court, Suite 224
St. Petersburg, FL 33701 Lake Mary, FL 32746
                                                            
Principal Amount: $4,097,717.59        Initial Rate: 6.750%     Date of Agreement: December 30, 2025
DESCRIPTION OF EXISTING INDEBTEDNESS. Promissory Note dated March 10, 2020 i/a/o $4,097,717.59, with current balance of $1,593,556.81.
DESCRIPTION OF COLLATERAL. 51,000 shares of BayFirst National Bank certificate #102. These shares replace 51,000 share of First Home Bank certificate #101 already held at FNBB.
DESCRIPTION IN CHANGE IN TERMS. The Principal plus Interest payment of $142,269.38 due December 10, 2025 will be deferred. Regularly scheduled Principal plus Interest payments will resume with the March 10, 2026 payment.
CONTINUING VALIDITY. Except as expressly changed by this Agreement, the terms of the original obligation or obligations, including all agreements evidenced or securing the obligation(s), remain unchanged and in full force and effect. Consent by Lender to this Agreement does not waive Lender's right to strict performance of the obligation(s) as changed, nor obligate Lender to make any future change in terms. Nothing in this Agreement will constitute a satisfaction of the obligations(s). It is the intention of Lender to retain as liable parties all makers and endorsers of the original obligation(s), including accommodation parties, unless a party is expressly released by Lender in writing. Any maker or endorser, including accommodation makers, will not be released by virtue of this Agreement. If any person who signed the original obligation does not sign this Agreement below, then all persons signing below acknowledge that this Agreement is given conditionally, based on the representation to Lender that the non-signing party consents to the changes and provisions of this Agreement or otherwise will not be released by it. This waiver applies not only to any initial extension, modification of release, but also to all such subsequent actions.

PRIOR TO SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT. BORROWER AGREES TO THE TERMS OF THE AGREEMENT.

BORROWER:

BAYFIRST FINANCIAL CORP FKA FIRST HOME BANCORP, INC

BY:                                 

LENDER:

FIRST NATIONAL BANKERS BANK

BY:                                 

                                                            
Florida Documentary Stamp Tax
This note modifies that certain note dated March 10, 2020, evidencing an original principal amount of $4,097,717.59 on which documentary stamp taxes have been paid.