BayFirst Financial Corp 2025年度报告

(Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal period ended December31, 2025TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41068BAYFIRST FINANCIAL CORP. (727) 440-6848(Registrant's telephone number, including area code)Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes NoIndicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days.YesNo Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted andposted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit andpost such files).YesNo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “largeaccelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financialaccounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financialreporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correctionof an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of theregistrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ The aggregate market value of the voting and non-voting common stock held by non-affiliates of the Registrant, computed by reference to the $14.00 per share selling price of thecommon stock on June 30, 2025 was $49,311,868 The registrant had outstanding 4,108,072 shares of common stock as of March16, 2026. BayFirst Financial Corp.Table of Contents PagePart I3Item 1.Business3Item 1A.Risk Factors15Item 1B.Unresolved Staff Comments26Item 1C.Cybersecurity27Item 2.Properties28Item 3.Legal Proceedings28Item 4.Mine Safety Disclosures28Part II29Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities29Item 6.[Reserved]29Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations29Item 7A.Quantitative and Qualitative Disclosures About Market Risk48Item 8.Financial Statements and Supplementary Data49Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosures97Item 9A.Controls and Procedures98Item 9B.Other Information98Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections98Part III98Item 10.Directors, Executive Officers and Corporate Governance99Item 11.Executive Compensation103Item 12.Security Ownership of Certain Beneficial Owner and Management and Related Stockholder Matters108Item 13.Certain Relationships and Related Transactions, and Director Independence109Item 14.Principal Accounting Fees and Services109Part IV110Item 15.Exhibits and Financial Statement Schedules110Item 16.Form 10-K Summary111Signatures112 Glossary of Acronyms and Abbreviations The acronyms and abbreviations identified below may be used throughout this Annual Report on Form 10-K or in our other SEC filings. Youmay find it helpful to refer back to this page while reading this report. Part I Item 1. Business BayFirst Financial Corp. BayFirst Financial Corp. is a bank holding company that operates through its wholly owned subsidiary, BayFirst National Bank (the “Bank”),together referred to as “the Company”or “BayFirst”. BayFirst commenced its bank holding company operations on September 1, 2000, byacqu