BayFirst Financial Corp.

Item 5.01 Changes in Control of Registrant. As a result of shareholder approval of Proposals 1 and 2 described below, and pursuant to an Exchange Agreement dated April 28, 2026, on July 14, 2026, BayFirst Financial Corp. (the "Company") exchanged 4,000 shares of Mandatorily Convertible Cumulative Perpetual Preferred Stock, Series E owned by Kenneth R. Lehman for 11,428,000 shares of common stock. Such shares represent 42.38% of the outstanding common shares of the Company as of the date of hereof. Pursuant to a Stock Purchase Agreement dated April 28, 2026, Mr. Lehman is entitled to designate one individual to be appointed to the Company’s and the Bank’s Boards of Directors. Mr. Lehman has indicated his intent to serve as a director on both Boards. The Stock Purchase Agreement was filed as Exhibit 10.1 and the Exchange Agreement as Exhibit 10.4 to the Company’s Form 8-K filed on April 30, 2026.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. Pursuant to Proposal 2 described below, on July 14, 2026, the Company’s shareholders approved the adoption of an amendment to the Company’s Articles of Incorporation. The amendment increased the number of authorized shares of common stock to 100,000,000. A copy of the amendment is filed as Exhibit 3.1 hereto.

Item 5.07. Submission of Matters to a Vote of Security Holders. The Special Meeting of Shareholders (the “Special Meeting”) of the Company was held on July 14, 2026. There were a total of 4,106,905 shares of common stock outstanding as of the record date for the Special Meeting, of which 3,324,053 were present in person or by proxy at the meeting, representing 80.9% of the outstanding shares eligible to vote. Proposal 1: A proposal to approve of the issuance of shares of the Company’s common stock upon the conversion or exchange of shares of the Company’s recently issued Series D and Series E preferred stock was presented to the shareholders. The results of the shareholder vote on the proposal were as follows: Number of Shares Voted For Abstentions and Broker Non-Vote Number of Shares Voted Withheld ──────────────────────────────────────────────────────────────────────────────────────────────────────── 2,401,615 910,047 12,391 Proposal 2: A proposal to approve an amendment to the Company’s articles of incorporation to increase the number of authorized shares of the Company’s common stock from 15,000,000 to 100,000,000 was presented to the shareholders. The results of the shareholder vote on the proposal were as follows: Number of Shares Voted For Abstentions and Broker Non-Vote Number of Shares Voted Withheld ──────────────────────────────────────────────────────────────────────────────────────────────────────── 3,239,088 67,417 17,548 Proposal 3. Adjournment. A proposal to adjourn the BayFirst Special Meeting to a later date or dates, if necessary, to permit further solicitation of proxies if there were not sufficient votes at the time of the BayFirst Special Meeting to approve the BayFirst Board of Directors proposal (the “BayFirst adjournment proposal”). No adjournment of the Special Meeting was determined to be necessary or appropriate and, accordingly, the Special Meeting was not adjourned and proceeded to conclusion without consideration of a proposal to adjourn the Special Meeting.