BayFirst Financial Corp. 8-K

What Happened

• BayFirst Financial Corp. announced a private placement completed April 28, 2026 that raised $80,000,000 by issuing 4,000 shares of Series D and 4,000 shares of Series E mandatorily convertible preferred stock at $10,000 per share. The preferred shares convert at an initial rate of 2,857 common shares per preferred share (based on an initial conversion price of $3.50).
• The company also disclosed executive changes: Alfred T. (“Al”) Rogers, Jr. was appointed President and CEO of BayFirst National Bank (and the company intends to appoint him as BayFirst Financial’s CEO subject to the Federal Reserve’s non‑objection). Longtime CEO Thomas G. Zernick retired effective April 30, 2026; Robin L. Oliver serves as interim principal executive officer.
• BayFirst filed an S-1 registration statement on April 30, 2026 for up to 4,108,072 common shares at $3.50 per share (to be marketed to shareholders of record May 12, 2026). The company also furnished a press release reporting first quarter 2026 results.

Key Details

• Private Placement: $80,000,000 gross proceeds from 4,000 Series D + 4,000 Series E preferred shares at $10,000 each.
• Conversion/Offering: Initial conversion = 2,857 common shares per preferred (conversion price $3.50). S‑1 filed for 4,108,072 common shares at $3.50.
• Governance & rights: Purchaser Kenneth R. Lehman (and other investors) may designate a board designee; an Exchange Agreement governs certain exchanges of Series E shares.
• Deadlines & penalties: Stockholder approvals must be sought (including increasing authorized common to ≥100M shares); if approvals are not obtained by Dec 15, 2026, an 11% cumulative dividend applies to the preferreds. Registration Rights Agreement requires the company to register the resale of the registrable securities by certain deadlines and imposes liquidated damages of 1.0% per month (subject to caps) for certain registration failures.
• Placement Agent: Hovde Group served as placement agent and received a 6% commission plus expense reimbursement.

Why It Matters

• Capital and stability: The $80M infusion is intended to strengthen BayFirst’s capital, fund credit loss reserves, restructure capital, and support the Bank’s return to profitability — a material step for a community bank facing performance challenges.
• Potential dilution and cost: The preferreds are mandatorily convertible into a large number of common shares (initially 2,857 per preferred), so conversion or the planned common offering could substantially increase share supply and dilute existing shareholders. If shareholder approvals are delayed past Dec 15, 2026, the company faces an expensive 11% dividend obligation on the preferreds.
• Leadership and strategy: Appointment of an experienced banking executive (Al Rogers) signals a management change focused on work‑out and recovery efforts; regulatory approval is required before he becomes company CEO.
• Liquidity for investors and resale: Registration rights and the S‑1 filing provide a path for the new investors to resell shares and for the company to seek broader shareholder sales, which affects market liquidity and ownership dynamics.

Keywords: private placement, preferred stock, conversion, S‑1, CEO appointment, earnings (Q1 2026), registration rights, dilution, BayFirst.