{"filing":{"accession_number":"0001649739-26-000042","cik":"0001649739","ticker":"BAFN","company_name":"BayFirst Financial Corp.","form":"8-K","filing_date":"2026-07-16","report_date":null,"primary_document":"bafn-20260714.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1649739/000164973926000042/bafn-20260714.htm"},"events":[{"id":18340,"run_id":16484,"accession_number":"0001649739-26-000042","anchor_item_number":"5.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"summary":"Kenneth R. Lehman converted 4,000 shares of Preferred Stock into 11,428,000 common shares representing 42.38% of outstanding common stock pursuant to an Exchange Agreement dated April 28, 2026, triggering a material change of control. Lehman obtained the right to designate directors and intends to serve on both the Company's and Bank's Boards.","company_name":"BayFirst Financial Corp.","ticker":"BAFN","filing_date":"2026-07-16","form":"8-K","submitted_at":null,"items":[{"id":17127,"accession_number":"0001649739-26-000042","item_number":"5.01","item_title":"Changes in Control of Registrant.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"The filing discloses a change of control triggered by an Exchange Agreement dated April 28, 2026, whereby Kenneth R. Lehman converted 4,000 shares of Preferred Stock into 11,428,000 common shares representing 42.38% of outstanding common stock. This transaction, coupled with Lehman's right to designate directors and his intent to serve on both the Company's and Bank's Boards, constitutes a material acquisition or change of control event under Item 5.01. The magnitude of the equity stake and governance rights acquired clearly meet the materiality threshold for a reasonable investor.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-16T14:06:55.077437+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":18341,"run_id":16484,"accession_number":"0001649739-26-000042","anchor_item_number":"5.07","event_type":"shareholder_vote_results","event_domain":"governance","is_material":true,"confidence":0.95,"summary":"At a Special Meeting of Shareholders held on July 14, 2026, shareholders approved the issuance of 2,401,615 shares upon conversion of Series D and E preferred stock and an amendment to increase authorized common shares from 15 million to 100 million. These votes reflect material changes to the company's capital structure and dilution profile.","company_name":"BayFirst Financial Corp.","ticker":"BAFN","filing_date":"2026-07-16","form":"8-K","submitted_at":null,"items":[{"id":17128,"accession_number":"0001649739-26-000042","item_number":"5.03","item_title":"Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.","event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.85,"reasoning":"This disclosure reports a shareholder-approved amendment to the Articles of Incorporation increasing authorized common shares to 100,000,000. While a governance matter, this is a routine administrative amendment that does not affect the registrant's financial condition, operations, or control structure in a way that would materially alter a reasonable investor's assessment. The increase in authorized shares is a procedural action that does not itself constitute a dilutive issuance or material event unless accompanied by an actual issuance.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-16T14:06:55.077437+00:00","company_name":"","ticker":null,"filing_date":""},{"id":17129,"accession_number":"0001649739-26-000042","item_number":"5.07","item_title":"Submission of Matters to a Vote of Security Holders.","event_type":"shareholder_vote_results","event_domain":"governance","is_material":true,"confidence":0.95,"reasoning":"This Item 5.07 discloses the results of a Special Meeting of Shareholders held on July 14, 2026, with voting outcomes on three proposals: approval of share issuance upon conversion of Series D and E preferred stock (2,401,615 votes for), amendment to increase authorized common shares from 15M to 100M (3,239,088 votes for), and an adjournment proposal (not required). The disclosure of shareholder vote results is the core event, and the authorization increase and preferred conversion approval are material to investors assessing the company's capital structure and dilution.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-16T14:06:55.077437+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":17127,"accession_number":"0001649739-26-000042","item_number":"5.01","item_title":"Changes in Control of Registrant.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"The filing discloses a change of control triggered by an Exchange Agreement dated April 28, 2026, whereby Kenneth R. Lehman converted 4,000 shares of Preferred Stock into 11,428,000 common shares representing 42.38% of outstanding common stock. This transaction, coupled with Lehman's right to designate directors and his intent to serve on both the Company's and Bank's Boards, constitutes a material acquisition or change of control event under Item 5.01. The magnitude of the equity stake and governance rights acquired clearly meet the materiality threshold for a reasonable investor.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-16T14:06:55.077437+00:00","company_name":"BayFirst Financial Corp.","ticker":"BAFN","filing_date":"2026-07-16"},{"id":17128,"accession_number":"0001649739-26-000042","item_number":"5.03","item_title":"Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.","event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.85,"reasoning":"This disclosure reports a shareholder-approved amendment to the Articles of Incorporation increasing authorized common shares to 100,000,000. While a governance matter, this is a routine administrative amendment that does not affect the registrant's financial condition, operations, or control structure in a way that would materially alter a reasonable investor's assessment. The increase in authorized shares is a procedural action that does not itself constitute a dilutive issuance or material event unless accompanied by an actual issuance.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-16T14:06:55.077437+00:00","company_name":"BayFirst Financial Corp.","ticker":"BAFN","filing_date":"2026-07-16"},{"id":17129,"accession_number":"0001649739-26-000042","item_number":"5.07","item_title":"Submission of Matters to a Vote of Security Holders.","event_type":"shareholder_vote_results","event_domain":"governance","is_material":true,"confidence":0.95,"reasoning":"This Item 5.07 discloses the results of a Special Meeting of Shareholders held on July 14, 2026, with voting outcomes on three proposals: approval of share issuance upon conversion of Series D and E preferred stock (2,401,615 votes for), amendment to increase authorized common shares from 15M to 100M (3,239,088 votes for), and an adjournment proposal (not required). The disclosure of shareholder vote results is the core event, and the authorization increase and preferred conversion approval are material to investors assessing the company's capital structure and dilution.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-16T14:06:55.077437+00:00","company_name":"BayFirst Financial Corp.","ticker":"BAFN","filing_date":"2026-07-16"}]}