0001649739-26-000020
SEC filingBayFirst Financial Corp. raised $80M in a private placement of convertible preferred stock, appointed Alfred T. Rogers as Bank CEO, amended articles to authorize new preferred series, and reported Q1 2026 net loss of $5.7M.
BayFirst Financial Corp. completed an $80M private placement of 8,000 mandatorily convertible preferred shares (4,000 Series D and 4,000 Series E) at $10,000 per share on April 28, 2026, providing critical capital infusion to address ongoing losses and regulatory capital concerns. Proceeds will bolster Company and subsidiary BayFirst National Bank's capital levels, redeem existing Series A/B/C preferred stock, fund higher credit loss allowances, and support organic growth toward profitability. Preferred shares convert into ~22.9M common shares at an effective $3.50 price (2,857:1 ratio), subject to shareholder approval of authorized share increase to 100M and Nasdaq issuance approval at a July 2026 meeting; failure triggers 11% dividends. Kenneth R. Lehman, lead investor, gains board designation rights and pro-rata participation in future issuances. Concurrently, veteran banker Alfred T. Rogers, Jr. (age 61) was appointed Bank President/CEO/Director effective April 28, succeeding retiring Thomas G. Zernick; Rogers' Company CEO role awaits Fed non-objection. Rogers' 3-year employment agreement includes $450K base, performance bonuses, equity inducement grant (2% of post-PIPE shares), club dues, and 2.99x change-in-control payout. Q1 2026 results showed $5.7M net loss ($1.48/share) vs. $2.5M Q4 loss, driven by lower net interest income ($9.4M, NIM 342bps down 16bps QoQ), $3.1M credit provision, and $14.9M expenses amid loan shrinkage (down 3.5% to $930M) and deposit runoff (down 8.3% to $1.09B). Pro forma post-PIPE Bank capital ratios strengthen to CET1 13.13%, total 14.40%. Company also filed S-1 for 4.1M common share rights offering to shareholders and plans asset workout strategy with Lehman.