BayFirst Financial Corp. 8-K

What Happened
BayFirst Financial Corp. filed an 8-K disclosing an amendment to its $6.0 million of 4.5% Fixed-to-Floating Subordinated Notes due June 30, 2031, effective December 26, 2025 (entered December 29, 2025). Under the amendment, instead of paying cash interest, interest due as of the amendment date and through June 30, 2026 will be added to the outstanding principal. If amounts due on the Notes are not paid by June 30, 2026, the company may (at its option) pay holders 3% of the outstanding principal or increase principal by 3%. Separately, on December 30, 2025 First National Bankers Bank agreed the company may defer the quarterly interest payment on its term loan that was due December 10, 2025 until March 10, 2026.

Key Details

• Subordinated Notes: $6.0 million principal outstanding as of December 31, 2025; interest rate 4.5%; amendment effective December 26, 2025 (entered December 29, 2025).
• Interest capitalization: interest due as of the amendment date and that becomes due through June 30, 2026 will be added to the Notes’ principal.
• Payment option if unpaid by June 30, 2026: company may pay 3% of outstanding principal or increase principal by 3%.
• Term loan: principal $1.6 million as of December 31, 2025; interest rate 6.75%; quarterly interest payment due Dec 10, 2025 deferred to Mar 10, 2026 by agreement dated Dec 30, 2025.
• Press release related to these items was attached as Exhibit 99.1 to the filing.

Why It Matters
These changes provide near-term cash flow relief by deferring cash interest payments, but they increase the recorded principal on the subordinated notes (capitalizing interest) and could raise future cash obligations if principal grows. For investors, this affects the company’s leverage and future interest expense calculations—monitor upcoming disclosures for updated debt balances, interest cost, and any further amendments or repayment plans.