BayFirst Financial Corp. 8-K

What Happened
BayFirst Financial Corp. filed an 8-K on July 16, 2026 reporting that, following shareholder approvals at a Special Meeting on July 14, 2026, Kenneth R. Lehman exchanged 4,000 shares of Series E preferred stock for 11,428,000 shares of common stock pursuant to an April 28, 2026 Exchange Agreement. Those common shares represent 42.38% of the Company’s outstanding common stock as of the filing date. Mr. Lehman is entitled under a Stock Purchase Agreement to designate one director and has indicated he intends to serve on both the Company’s and Bank’s Boards.

Key Details

• Special Meeting date: July 14, 2026; record date outstanding common shares: 4,106,905; 3,324,053 shares (80.9%) were present or represented by proxy.
• Proposal 1 (approve issuance/conversion of Series D and E preferred to common): For 2,401,615; Abstentions/Broker non-vote 910,047; Withheld 12,391 — Proposal approved.
• Proposal 2 (amend Articles to increase authorized common from 15,000,000 to 100,000,000): For 3,239,088; Abstentions/Broker non-vote 67,417; Withheld 17,548 — Proposal approved. Article of Amendment filed as an exhibit.
• Exchange and Stock Purchase Agreements were executed April 28, 2026 and previously filed with the Company’s April 30, 2026 8-K.

Why It Matters
This filing documents a material shift in ownership and governance: Mr. Lehman now controls a large block (42.38%) of common stock and has the right to place a director on both boards, which could affect board composition and corporate decisions. The increase in authorized common shares to 100 million gives the company flexibility to issue additional shares in the future, which is important for capital-raising or further transactions. Investors should note the change in control and monitor subsequent board actions, disclosures, and any further issuances that could impact share count and voting power.