bafn-20250331

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the fiscal period ended March 31, 2025
o			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 001-41068

BAYFIRST FINANCIAL CORP.

(Exact name of registrant as specified in its charter)


Florida			59-3665079
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

700 Central Avenue St. Petersburg, Florida			33701
(Address of Principal Executive Offices)			(Zip Code)

(727) 440-6848

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock	BAFN	The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act:

None




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 x No o
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 and posted 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 and post such files). Yes x No o
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 “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company


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 financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No ☒

The registrant had outstanding 4,129,027 shares of common stock as of May 8, 2025.

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BayFirst Financial Corp.

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		Page
Part I - Financial Information		3
Item 1.	Financial Statements	3
	Consolidated Balance Sheets at March 31, 2025 (Unaudited) and December 31, 2024	3
	Consolidated Statements of Income (Loss) (Unaudited) for the three months ended March 31, 2025 and 2024	5
	Consolidated Statements of Comprehensive Income (Unaudited) for the three months ended March 31, 2025 and 2024	7
	Consolidated Statements of Changes in Shareholders’ Equity (Unaudited) for the three months ended March 31, 2025 and 2024	8
	Consolidated Statements of Cash Flows (Unaudited) for the three months ended March 31, 2025 and 2024	9
	Notes to the Consolidated Financial Statements (Unaudited)	11
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	38
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	57
Item 4.	Controls and Procedures	58

Part II - Other Information		59
Item 1.	Legal Proceedings	59
Item 1A.	Risk Factors	59
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	59
Item 3.	Defaults Upon Senior Securities	60
Item 4.	Mine Safety Disclosures	60
Item 5.	Other Information	60
Item 6.	Exhibits	60
Signatures		61

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Glossary of Acronyms and Abbreviations

The acronyms and abbreviations identified below may be used throughout this Quarterly Report on Form 10-Q or in our other SEC filings. You may find it helpful to refer back to this page while reading this report.


ACL: Allowance for Credit Losses			FFIEC: Federal Financial Institutions Examination Council
AFS: Available for Sale			FHLB: Federal Home Loan Bank
AIO: Architecture, Infrastructure, and Operations			FNBB: First National Bankers Bank
ALCO: Asset-Liability Committee			FOMC: Federal Open Market Committee
AOCI: Accumulated Other Comprehensive Income			FRB: Federal Reserve Bank
ASC: FASB Accounting Standards Codification			FVO: Fair Value Option
ASU: FASB Accounting Standards Update			GAAP: Generally Accepted Accounting Principles
BHCA: Bank Holding Company Act of 1956, as amended			HFI: Held for Investment
BOLI: Bank Owned Life Insurance			HTM: Held to Maturity
BSA: Bank Secrecy Act of 1970			IRA: Individual Retirement Account
CARES Act: Coronavirus Aid, Relief, and Economic Security Act			ISO: Information Security Officer
CBLR: Community Bank Leverage Ratio			IT: Information Technology
CDARS: Certificate of Deposit Account Registry Services			JOBS Act: Jumpstart Our Business Startups Act of 2012
CECL: Current Expected Credit Losses			LGD: Loss Given Default
CEO: Chief Executive Officer			LHFS: Loans Held for Sale
CET1: Common Equity Tier 1 Capital			MMDA: Money Market Deposit Account
CFPB: Consumer Financial Protection Bureau			NOW: Negotiable Order of Withdrawal
C&I: Commercial and Industrial			NSPP: Non-Qualified Stock Purchase Plan
CRO: Chief Risk Officer			OCC: Office of the Comptroller of the Currency
CTO: Chief Technology Officer			OREO: Other Real Estate Owned
Dodd-Frank Act: Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010			OTTI: Other-Than-Temporary Impairment
DRIP: Dividend Reinvestment Plan			PCAOB: Public Company Accounting Oversight Board
EGC: Emerging Growth Company			PD: Probability of Default
EPS: Earnings per Share			PPP: Paycheck Protection Program
Equity Plan: The Amended and Restated 2017 Equity Incentive Plan			ROU: Right of Use
ESG: Environmental, Social, and Governance			SBA: Small Business Administration
ESOP: Employee Stock Ownership Plan			SEC: U.S. Securities and Exchange Commission
Exchange Act: Securities Exchange Act of 1934			SOFR: Secured Overnight Financing Rate
FASB: Financial Accounting Standards Board			U.S.: United States
FBCA: Florida Business Corporation Act			USDA: United States Department of Agriculture
FDIA: Federal Deposit Insurance Act			USDA B&I: United States Department of Agriculture Business and Industry
FDIC: Federal Deposit Insurance Corporation			WARM: Weighted Average Remaining Life

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BAYFIRST FINANCIAL CORP.

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except per share data)

Part I - Financial Information

Item 1. Financial Statements


	March 31, 2025		December 31, 2024		(1)

ASSETS	(Unaudited)
Cash and due from banks	$	6,517	$	4,499
Interest-bearing deposits in banks	56,637		73,289
Cash and cash equivalents	63,154		77,788
Time deposits in banks	2,025		2,270
Investment securities available for sale, at fair value (amortized cost: $39,507 and $40,279 at March 31, 2025 and December 31, 2024, respectively)	36,318		36,291
Investment securities held to maturity, at amortized cost, net of allowance for credit losses of $12 and $12 (fair value: $2,356 and $2,346 at March 31, 2025 and December 31, 2024, respectively)	2,488		2,488
Nonmarketable equity securities	5,480		4,526


Government guaranteed loans HFI, at fair value	57,901		60,833
Loans HFI, at amortized cost	1,026,916		1,005,726
Allowance for credit losses on loans	(16,513)		(15,512)
Net loans HFI, at amortized cost	1,010,403		990,214
Accrued interest receivable	9,153		9,155
Premises and equipment, net	32,769		33,249
Loan servicing rights	16,460		16,534

Right-of-use operating lease assets	15,484		15,814
Bank owned life insurance	26,696		26,513
Other real estate owned	132		132
Other assets	13,494		12,490

Total assets	$	1,291,957	$	1,288,297
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Noninterest-bearing deposit accounts	$	106,236	$	101,743
Interest-bearing transaction accounts	261,074		256,793
Savings and money market deposit accounts	467,766		474,425
Time deposits	293,191		310,268
Total deposits	1,128,267		1,143,229
FHLB borrowings	20,000		—
Subordinated debentures	5,957		5,956
Notes payable	1,820		1,934

Accrued interest payable	1,053		1,036
Operating lease liabilities	14,102		14,510
Deferred income tax liabilities	648		301
Accrued expenses and other liabilities	10,025		10,411

Total liabilities	1,181,872		1,177,377

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BAYFIRST FINANCIAL CORP.

CONSOLIDATED BALANCE SHEETS CONTINUED

(Dollars in thousands, except per share data)


	March 31, 2025		December 31, 2024		(1)

Shareholders’ equity:	(Unaudited)
Preferred stock, Series A; no par value, 10,000 shares authorized, 6,395 shares issued and outstanding at March 31, 2025 and December 31, 2024; aggregate liquidation preference of $6,395	6,161		6,161
Preferred stock, Series B; no par value, 20,000 shares authorized, 3,210 shares issued and outstanding at March 31, 2025 and December 31, 2024; aggregate liquidation preference of $3,210	3,123		3,123
Preferred stock, Series C; no par value, 10,000 shares authorized, 6,446 shares issued and outstanding at March 31, 2025 and December 31, 2024; aggregate liquidation preference of $6,446	6,446		6,446
Common stock and additional paid-in capital; no par value, 15,000,000 shares authorized, 4,129,027 and 4,132,986 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively	54,657		54,764
Accumulated other comprehensive loss, net	(2,378)		(2,956)
Unearned compensation	(1,006)		(752)
Retained earnings	43,082		44,134
Total shareholders’ equity	110,085		110,920
Total liabilities and shareholders’ equity	$	1,291,957	$	1,288,297

(1) Derived from audited consolidated financial statements

See accompanying notes.

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BAYFIRST FINANCIAL CORP. CONSOLIDATED STATEMENTS OF INCOME (LOSS) (UNAUDITED) (Dollars in thousands, except per share data)


	Three Months Ended March 31,
	2025		2024
Interest income:
Loans, including fees	$	19,751	$	18,228
Interest-bearing deposits in banks and other	934		959
Total interest income	20,685		19,187
Interest expense:
Deposits	9,431		10,215
Borrowings	255		230
Total interest expense	9,686		10,445
Net interest income	10,999		8,742
Provision for credit losses	4,400		4,058
Net interest income after provision for credit losses	6,599		4,684
Noninterest income:

Loan servicing income, net	736		795
Gain on sale of government guaranteed loans, net	7,327		8,089
Service charges and fees	449		444
Government guaranteed loans fair value gain (loss), net	(755)		3,305
Government guaranteed loan packaging fees	716		1,407

Other noninterest income	278		228
Total noninterest income	8,751		14,268
Noninterest expense:
Salaries and benefits	7,998		8,005
Bonus, commissions, and incentives	71		1,571

Occupancy and equipment	1,634		1,110
Data processing	2,045		1,560
Marketing and business development	487		588
Professional services	732		1,349
Loan origination and collection	1,035		1,719
Employee recruiting and development	617		597
Regulatory assessments	339		282

Other noninterest expense	855		992
Total noninterest expense	15,813		17,773
Income (loss) from continuing operations before income taxes	(463)		1,179
Income tax expense (benefit) from continuing operations	(128)		296
Net income (loss) from continuing operations	(335)		883

Loss from discontinued operations before income taxes	—		(78)
Income tax benefit from discontinued operations	—		(19)
Net loss from discontinued operations	—		(59)

Net income (loss)	(335)		824
Preferred stock dividends	385		385
Net income available to (loss attributable to) common shareholders	$	(720)	$	439

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BAYFIRST FINANCIAL CORP.

CONSOLIDATED STATEMENTS OF INCOME (LOSS) CONTINUED (UNAUDITED)

(Dollars in thousands, except per share data)


	Three Months Ended March 31,
	2025		2024
Basic earnings (loss) per common share:
Continuing operations	$	(0.17)	$	0.12
Discontinued operations	—		(0.01)
Total basic earnings (loss) per common share	$	(0.17)	$	0.11

Diluted earnings (loss) per common share:
Continuing operations	$	(0.17)	$	0.12
Discontinued operations	—		(0.01)
Total diluted earnings (loss) per common share	$	(0.17)	$	0.11

See accompanying notes.

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BAYFIRST FINANCIAL CORP. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) (Dollars in thousands)


	Three Months Ended March 31,
	2025		2024
Net income (loss)	$	(335)	$	824
Net unrealized gains (losses) on investment securities available for sale	799		(274)
Deferred income tax (expense) benefit	(221)		67
Other comprehensive income (loss), net	578		(207)
Comprehensive income	$	243	$	617

See accompanying notes.

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BAYFIRST FINANCIAL CORP. CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (UNAUDITED) (Dollars in thousands, except per share data)


	Preferred Stock, Series A		Preferred Stock, Series B		Preferred Stock, Series C		Common Stock, Additional Paid-in Capital, and Unearned Compensation		Accumulated Other Comprehensive Income (Loss)		Retained Earnings		Total
Balance at January 1, 2024	$	6,161	$	3,123	$	6,446	$	53,563	$	(2,981)	$	34,395	$	100,707
Net income	—		—		—		—		—		824		824








Unearned ESOP shares allocation	—		—		—		(44)		—		—		(44)


Stock-based awards - common stock:
Restricted stock expense, net of tax impact	—		—		—		52		—		—		52
Stock option expense	—		—		—		13		—		—		13

Other comprehensive loss, net	—		—		—		—		(207)		—		(207)
Dividends declared on:
Preferred stock	—		—		—		—		—		(385)		(385)
Common stock ($0.08 per share)	—		—		—		—		—		(331)		(331)
Balance at March 31, 2024	$	6,161	$	3,123	$	6,446	$	53,584	$	(3,188)	$	34,503	$	100,629

Balance at January 1, 2025	$	6,161	$	3,123	$	6,446	$	54,012	$	(2,956)	$	44,134	$	110,920
Net loss	—		—		—		—		—		(335)		(335)






Repurchase of common stock	—		—		—		(335)		—		—		(335)




Stock-based awards - common stock:
Restricted stock expense, net of tax impact	—		—		—		(31)		—		—		(31)
Stock option expense	—		—		—		5		—		—		5

Other comprehensive income, net	—		—		—		—		578		—		578
Dividends declared on:					—
Preferred stock	—		—		—		—		—		(385)		(385)
Common stock ($0.08 per share)	—		—		—		—		—		(332)		(332)
Balance at March 31, 2025	$	6,161	$	3,123	$	6,446	$	53,651	$	(2,378)	$	43,082	$	110,085

See accompanying notes.

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BAYFIRST FINANCIAL CORP. CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (Dollars in thousands)


	Three Months Ended March 31,
	2025		2024
Cash flows from operating activities:
Net income (loss) from continuing operations	$	(335)	$	883
Net loss from discontinued operations	—		(59)
Net income (loss)	(335)		824
Adjustments to reconcile net income to net cash from operating activities:
Depreciation of fixed assets	553		551
Net securities premium amortization	19		30
Amortization of debt issuance costs	1		1
Amortization of premium on loans purchased, net	322		232
Provision for credit losses	4,400		4,058
Accretion of discount on unguaranteed loans	(882)		(590)
Deferred tax expense (benefit)	(189)		288
Origination of government guaranteed loans held for sale	—		(2,226)
Proceeds from sales of government guaranteed loans held for sale	76,557		134,029
Net gains on sales of government guaranteed loans	(7,327)		(8,089)




Change in fair value of government guaranteed loans HFI, at fair value	755		(3,305)
Amortization of loan servicing rights	1,726		1,395


Non-qualified stock purchase plan expense	5		7
Stock based compensation expense	(26)		65

Income from bank owned life insurance	(183)		(174)

Changes in:
Accrued interest receivable	2		(495)
Other assets	(359)		(2,309)
Accrued interest payable	17		716
Other liabilities	(892)		(1,430)
Net cash provided by operating activities of continuing operations	74,164		123,637
Net cash used in operating activities of discontinued operations	—		(102)
Net cash provided by operating activities	74,164		123,535
Cash flows from investing activities:
Purchase of investment securities available for sale	(2,480)		(4,458)
Principal payments on investment securities available for sale	733		1,215


Call of investment securities held to maturity	2,500		—
Net purchase of nonmarketable equity securities	(954)		(458)
Purchase of time deposits in banks	(5)		—
Maturity of time deposits in banks	250		1,646

Purchase of government guaranteed loans	—		(1,429)
Loan originations, net	(92,636)		(146,224)


Purchase of premises and equipment	(73)		(1,004)


Net cash used in investing activities	(92,665)		(150,712)

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BAYFIRST FINANCIAL CORP. CONSOLIDATED STATEMENTS OF CASH FLOWS CONTINUED (UNAUDITED) (Dollars in thousands)


	Three Months Ended March 31,
	2025		2024
Cash flows from financing activities:
Net change in deposits	(14,962)		22,177
Net increase in short-term borrowings	20,000		5,000

Payments on notes payable	(114)		(113)



Proceeds from issuance of common stock for benefit plans, net	(5)		(7)
Common share buyback - redeemed stock	(335)		—

Unearned ESOP shares	—		(44)

Dividends paid on common stock	(332)		(331)
Dividends paid on preferred stock	(385)		(385)
Net cash provided by financing activities	3,867		26,297
Net change in cash and cash equivalents	(14,634)		(880)
Cash and cash equivalents, beginning of period	77,788		58,385
Cash and cash equivalents, end of period	$	63,154	$	57,505
Supplemental cash flow information
Interest paid	$	9,669	$	9,729
Income taxes paid	—		9
Supplemental noncash disclosures

Net change in unrealized holding gains (losses) on investment securities available for sale, net of tax effect	578		(207)

Transfer of government guaranteed loans HFI to loans HFS	70,882		128,118
Transfer of loans HFI to OREO	—		404


Recognition of right of use asset in exchange for new operating lease liabilities	—		296

See accompanying notes.

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BAYFIRST FINANCIAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Dollars in thousands, except per share data)

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements include BayFirst Financial Corp. and its wholly owned subsidiary, BayFirst National Bank (“the Bank”), together referred to as “the Company”.

These unaudited consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles followed within the financial services industry for interim financial information and Article 8 of Regulation S-X. Accordingly, they do not include all of the information or notes required for complete financial statements. The consolidated balance sheet as of December 31, 2024 has been derived from the audited consolidated financial statements of BayFirst Financial Corp. for that date.

The Company currently operates one business segment. In the third quarter of 2022, the Company discontinued the Bank’s nationwide residential mortgage loan segment. The operations of this segment are reported as discontinued operations.

In the opinion of management, all adjustments, consisting of normal and recurring items, considered necessary for a fair presentation of the consolidated financial statements for the interim periods have been included. All significant intercompany accounts and transactions have been eliminated in consolidation. Certain amounts reported in prior periods have been reclassified to conform to current year presentation. These reclassifications did not have a material effect on previously reported net income, shareholders’ equity, or cash flows.

Operating results for the three months ended March 31, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025. These statements should be read in conjunction with the consolidated financial statements and notes thereto for the year ended December 31, 2024.

The Company’s significant accounting policies are described in Note 1 of the Notes to Consolidated Financial Statements for the year ended December 31, 2024 in the Company’s Annual Report filed on Form 10-K. For interim reporting purposes, the Company follows the same basic accounting policies and considers each interim period as an integral part of an annual period.

Use of Estimates: To prepare financial statements in conformity with GAAP, management makes estimates and assumptions based on available information. These estimates and assumptions affect the amounts reported in the financial statements and the disclosures provided, and actual results could differ. The most significant estimates relate to the ACL, government guaranteed loan servicing rights, and fair value of government guaranteed loans HFI.

Emerging Growth Company Status: The Company is expected to remain an "emerging growth company," as defined in the JOBS Act, through December 31, 2026. Section 107 of the JOBS Act provides that an emerging growth company can take advantage of an extended transition period when complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company has elected to take advantage of this extended transition period, which means these financial statements, as well as financial statements they file in the future for as long as the Company remains an emerging growth company, will be subject to all new or revised accounting standards generally applicable to private companies.

Contingencies: Due to the nature of their activities, the Company is at times engaged in various legal proceedings that arise in the course of normal business, some of which were outstanding as of March 31, 2025. Although the ultimate outcome of all claims and lawsuits outstanding as of March 31, 2025 cannot be ascertained at this time, it is the opinion of management that these matters, when resolved, will not have a material adverse effect on the Company’s results of operations or financial condition.

New Accounting Standards Not Yet Adopted:

In October 2023, the FASB issued ASU No. 2023-06 “Disclosure Improvements - Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative” (“ASU 2023-06”). ASU 2023-06 amends the ASC to incorporate certain disclosure requirements from SEC Release No. 33-10532 - Disclosure Update and Simplification that was issued in 2018. The effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. The Company does not believe this standard will have a material impact on its Consolidated Financial Statements.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740) Improvements to Income Tax Disclosures ("ASU 2023-09"). This ASU was issued to enhance the transparency and decision usefulness of income tax

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BAYFIRST FINANCIAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Dollars in thousands, except per share data)

disclosures. The ASU addresses investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. Retrospective application in all prior periods is permitted. The amendments in this standard will be effective for the Company for annual periods beginning after December 15, 2025. The Company is currently assessing the impact of this standard and does not expect it to have a material impact on the Company’s consolidated financial statements.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Disaggregation of Income Statement Expenses Disclosure (“ASU 2024-03”). This ASU was issued to improve the disclosures about public business entity’s expenses and address investor’s requests for more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation, amortization, and depletion) in commonly presented expense captions. The amendments in this standard will be effective for the Company for the fiscal year ended December 31, 2027 and subsequent interim periods. The amendments should be applied either prospectively to the financial statements issued for reporting periods after the effective date of this update or retrospectively to any and all prior periods presented in the financial statements. We are currently evaluating the impact these changes may have on the Company’s consolidated financial statements.

NOTE 2 – DISCONTINUED OPERATIONS

During the third quarter of 2022, the Company discontinued the Bank’s nationwide residential mortgage loan production operations. The decision was based on a number of strategic priorities and other factors, including the precipitous decline in mortgage volumes and the uncertain outlook for mortgage lending over future periods. As a result of these actions, the Company classified the operations of the residential mortgage lending division as discontinued under ASC 205-20. There were no assets or liabilities at March 31, 2025 and December 31, 2024 or operating results for the current period.

The following presents operating results of the discontinued operations of the residential mortgage lending division for the three months ended March 31, 2024:


	Three Months Ended March 31,
	2024





Noninterest expense	$	78
Loss from discontinued operations before income taxes	(78)
Income tax benefit	(19)
Net loss from discontinued operations	$	(59)

NOTE 3 – INVESTMENT SECURITIES

The amortized costs, gross unrealized gains and losses, and estimated fair values of investment securities available for sale and investment securities held to maturity at March 31, 2025 and December 31, 2024 as well as the ACL for investment securities held to maturity at March 31, 2025 and December 31, 2024 are summarized as follows:


March 31, 2025	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Investment securities available for sale:
Asset-backed securities	$	4,740	$	4	$	(21)	$	4,723
Mortgage-backed securities:
U.S. Government-sponsored enterprises	10,211		137		(535)		9,813
Collateralized mortgage obligations:
U.S. Government-sponsored enterprises	18,221		—		(2,816)		15,405
Corporate bonds	6,335		42		—		6,377
Total investment securities available for sale	$	39,507	$	183	$	(3,372)	$	36,318

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BAYFIRST FINANCIAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Dollars in thousands, except per share data)


March 31, 2025	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		ACL
Investment securities held to maturity:





Corporate bonds	$	2,500	$	—	$	(144)	$	2,356	$	12
Total investment securities held to maturity	$	2,500	$	—	$	(144)	$	2,356	$	12


December 31, 2024	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Investment securities available for sale:
Asset-backed securities	$	5,029	$	—	$	(39)	$	4,990
Mortgage-backed securities:
U.S. Government-sponsored enterprises	7,791		—		(661)		7,130
Collateralized mortgage obligations:
U.S. Government-sponsored enterprises	18,627		—		(3,341)		15,286
Corporate bonds	8,832		53		—		8,885
Total investment securities available for sale	$	40,279	$	53	$	(4,041)	$	36,291


December 31, 2024	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		ACL
Investment securities held to maturity:

Mortgage-backed securities:



Corporate bonds	$	2,500	$	—	$	(154)	$	2,346	$	12
Total investment securities held to maturity	$	2,500	$	—	$	(154)	$	2,346	$	12

The amortized cost and fair value of investment securities as of March 31, 2025 are shown in the table below by contractual maturity. Actual timing may differ from contractual maturities if borrowers have the right to call or prepay obligations with or without call or prepayment penalties.


	Available for Sale				Held to Maturity
	Amortized Cost		Fair Value		Amortized Cost		Fair Value

One to five years	$	6,335	$	6,377	$	1,500	$	1,485
Five to ten years	6,058		6,084		1,000		871
Beyond ten years	27,114		23,857		—		—
Total	$	39,507	$	36,318	$	2,500	$	2,356

No ACL for investment securities AFS was needed at March 31, 2025 or December 31, 2024. Declines in the fair value of the AFS investment portfolio are believed by management to be unrelated to credit losses. When evaluating an investment for credit loss, management considers, among other things, the financial condition of the issuer through the review of credit ratings and, if necessary, corporate financial statements; adverse conditions specifically related to the security such as past due principal or interest; underlying assets that collateralize the debt security; other economic conditions and demographics; and the intent and ability of the Company to hold the investment until the loss position is recovered. Any unrealized losses were largely due to increases in market interest rates over the yields available at the time of purchase. The fair value is expected to recover as the bonds approach their maturity date or market yields for the investments decline. Management does not believe any of the securities are impaired due to reasons of credit quality. At March 31, 2025, the Company did not intend to sell and believed it was not likely to be required to sell the available for sale securities that were in a loss position prior to full recovery.

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BAYFIRST FINANCIAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Dollars in thousands, except per share data)

As of March 31, 2025, there were no past due principal and interest payments associated with the HTM securities. The Company monitors the credit quality of debt securities held to maturity quarterly through the use of credit ratings. However, the corporate bonds that are held to maturity have no credit rating and the corporate bonds in an unrealized loss position at March 31, 2025 are not material to the financial statements. There was an ACL of $12 on corporate bonds HTM at March 31, 2025 and December 31, 2024, which was calculated based on applying the long-term historical credit loss rate for similarly rated securities.

The following table presents the activity in the ACL for investment securities HTM by major security type for the three months ended March 31, 2025 and March 31, 2024:


	For the Three Months Ended			For the Three Months Ended
Corporate Bonds	March 31, 2025		March 31, 2024
Balance at beginning of period	$	12		$	17

Provision for credit losses on HTM investment securities	—			(3)
Investment securities charge-offs	—			—
Investment securities recoveries	—			—
Balance at end of period	$	12		$	14

The following table summarizes investment securities with unrealized losses at March 31, 2025 aggregated by security type and length of time in a continuous unrealized loss position:


	Less than 12 Months				12 Months or Longer				Total
March 31, 2025	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Number of Securities
Investment securities available for sale:
Asset-backed securities	$	—	$	—	$	3,205	$	(21)	$	3,205	$	(21)	2
Mortgage-backed securities:
U.S. Government-sponsored enterprises	—		—		2,730		(535)		2,730		(535)		2
Collateralized mortgage obligations:
U.S. Government-sponsored enterprises	—		—		15,405		(2,816)		15,405		(2,816)		7

Total investment securities available for sale	$	—	$	—	$	21,340	$	(3,372)	$	21,340	$	(3,372)	11

Investment securities held to maturity:





Corporate bonds	$	—	$	—	$	2,356	$	(144)	$	2,356	$	(144)	3
Total investment securities held to maturity	$	—	$	—	$	2,356	$	(144)	$	2,356	$	(144)	3

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BAYFIRST FINANCIAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Dollars in thousands, except per share data)

The following table summarizes investment securities with unrealized losses at December 31, 2024 aggregated by security type and length of time in a continuous unrealized loss position:


	Less than 12 Months				12 Months or Longer				Total
December 31, 2024	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Number of Securities
Investment securities available for sale:
Asset-backed securities	$	1,540	$	(3)	$	3,450	$	(36)	$	4,990	$	(39)	3
Mortgage-backed securities:
U.S. Government-sponsored enterprises	4,412		(51)		2,718		(610)		7,130		(661)		3
Collateralized mortgage obligations:
U.S. Government-sponsored enterprises	—		—		15,286		(3,341)		15,286		(3,341)		7
Corporate bonds	—		—		—		—		—		—		0
Total investment securities available for sale	$	5,952	$	(54)	$	21,454	$	(3,987)	$	27,406	$	(4,041)	13

Investment securities held to maturity:





Corporate bonds	$	416	$	(84)	$	1,930	$	(70)	$	2,346	$	(154)	3
Total investment securities held to maturity	$	416	$	(84)	$	1,930	$	(70)	$	2,346	$	(154)	3

No investment securities were pledged as of March 31, 2025 or December 31, 2024, and there were no sales of investment securities for the three months ended March 31, 2025 or March 31, 2024.

NOTE 4 – LOANS

Loans HFI, excluding loans measured at fair value, at March 31, 2025 and December 31, 2024 were as follows:


	March 31, 2025		December 31, 2024
Real estate:
Residential	$	339,886	$	330,870
Commercial	296,351		305,721
Construction and land	46,740		32,914
Commercial and industrial	234,384		226,522
Commercial and industrial - PPP	457		941
Consumer and other	93,889		93,826
Loans HFI, excluding loans measured at fair value, gross	1,011,707		990,794
Deferred loan costs, net	20,521		19,499
Discount on government guaranteed loans(1)	(8,727)		(8,306)
Premium on loans purchased, net	3,415		3,739
Allowance for credit losses	(16,513)		(15,512)
Net loans HFI, excluding loans measured at fair value	$	1,010,403	$	990,214

(1) The Company allocates the retained portion of loans sold based on relative fair value of the retained portion and the sold portion, which results in a discount on the retained portion.

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BAYFIRST FINANCIAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Dollars in thousands, except per share data)

NOTE 5 - ALLOWANCE FOR CREDIT LOSSES

The following schedules present the activity in the ACL by loan segment for the three months ended March 31, 2025 and March 31, 2024:


Three Months Ended	Real Estate - Residential		Real Estate - Commercial		Real Estate - Construction and Land		Commercial and Industrial		Consumer and Other		Total
March 31, 2025
Beginning Balance	$	1,181	$	2,096	$	507	$	9,607	$	2,121	$	15,512

Charge-offs	(7)		(130)		—		(2,966)		(493)		(3,596)
Recoveries	20		—		—		193		82		295
Provision	(46)		195		302		3,544		307		4,302
Ending Balance	$	1,148	$	2,161	$	809	$	10,378	$	2,017	$	16,513
March 31, 2024
Beginning Balance	$	1,987	$	1,818	$	519	$	6,579	$	2,594	$	13,497

Charge-offs	—		—		—		(2,924)		(978)		(3,902)
Recoveries	—		2		—		130		118		250
Provision	199		(62)		144		3,055		725		4,061
Ending Balance	$	2,186	$	1,758	$	663	$	6,840	$	2,459	$	13,906

The ACL represents management’s best estimate of future lifetime expected losses on its HFI loan portfolio. The Company calculates its ACL by estimating expected credit losses on a collective basis for loans that share similar risk characteristics. Loans that do not share similar risk characteristics with other loans are evaluated for credit losses on an individual basis. The Company uses a combination of modeled and non-modeled approaches that incorporates current and future economic conditions to estimate lifetime expected losses on a collective basis. Individually evaluated loans are evaluated for impairment and a portion of the allowance is allocated so that the loan is reported, net, at the present value of estimated future cash flows using the rate implicit in the original loan agreement or at the fair value of collateral adjusted for selling costs as appropriate if repayment is expected solely from the collateral.

The Company uses reasonable and supportable forecasts that are developed with internal and external data. These are updated quarterly by management and utilize data from the FOMC’s median forecasts of change in national GDP and of national unemployment. The FOMC’s forecast of GDP and unemployment for the next calendar year is used in conjunction with the most recent 4 quarters of historical data from FRED (Federal Reserve Economic Data) to determine changes in certain qualitative factors used in calculating loss rates.

See Note 1 and Note 5 of the Notes to Consolidated Financial Statements for further discussion of the Company’s ACL methodology in the December 31, 2024 Form 10-K.

The Company maintains a separate ACL for its off-balance sheet unfunded loan commitments. The ACL on unfunded loan commitments is based on estimates of probability that these commitments will be drawn upon according to historical utilization experience, expected loss severity and loss rates as determined for pooled funded loans. As of March 31, 2025 and December 31, 2024, the ACL for unfunded commitments recorded in other liabilities was $614 and $516, respectively.

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BAYFIRST FINANCIAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Dollars in thousands, except per share data)

The following table presents the activity in the ACL for unfunded commitments for the three months ended March 31, 2025 and March 31, 2024:


	For the Three Months Ended
	March 31, 2025		March 31, 2024
Balance at beginning of period	$	516	$	839

Provision for credit losses on unfunded commitments	98		—
Unfunded commitments charge-offs	—		—
Unfunded commitments recoveries	—		—
Balance at end of period	$	614	$	839

The following tables present the principal balance of nonaccrual loans and loans past due over 89 days still on accrual by loan segment at March 31, 2025 and December 31, 2024. In the following tables, the principal balance does not include the government guaranteed balance or loans measured at fair value.


March 31, 2025	Nonaccrual with no ACL(1)		Nonaccrual with ACL(1)		Loans Past Due Over 89 Days Still Accruing(1)
Real estate - residential	$	—	$	7,065	$	60
Real estate - commercial	2,709		2,061		—
Real estate - construction and land	—		814
Commercial and industrial	—		2,142		—
Consumer and other	—		84		143
Total	$	2,709	$	12,166	$	203


December 31, 2024	Nonaccrual with no ACL(1)		Nonaccrual with ACL(1)		Loans Past Due Over 89 Days Still Accruing(1)
Real estate - residential	$	—	$	5,818	$	—
Real estate - commercial	2,709		2,052		—
Commercial and industrial	—		2,696		—
Consumer and other	—		—		295
Total	$	2,709	$	10,566	$	295

(1) Excludes loans measured at fair value. See Note 6. Fair Value for additional information.

A financial asset is considered collateral dependent when the debtor is experiencing financial difficulty and repayment is expected to be provided substantially through the sale or operation of the collateral. Expected credit losses for collateral dependent loans are based on the fair value of the collateral at the reporting date, adjusted for selling costs as appropriate. Significant quarter over quarter changes are reflective of changes in nonaccrual status and not necessarily associated with

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BAYFIRST FINANCIAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Dollars in thousands, except per share data)

credit quality indicators like appraised value. The following tables present the principal balance of individually analyzed collateral dependent loans by loan portfolio segment as of March 31, 2025 and December 31, 2024:


March 31, 2025	Type of Collateral		ACL
	Real Estate

Real estate - commercial	$	2,709	$	—


December 31, 2024	Type of Collateral			ACL
		Real Estate



Real estate - commercial		$	2,709	$	—

The following table presents the aging of the principal balance of past due loans HFI at amortized cost at March 31, 2025 by loan segment:


	30-89 Days Past Due		Greater Than 89 Days Past Due		Total Past Due		Loans Not Past Due (1)		Total Loans
Real estate - residential	$	2,130	$	6,983	$	9,113	$	330,773	$	339,886
Real estate - commercial	1,662		4,591		6,253		290,098		296,351
Real estate - construction and land	—		814		814		45,926		46,740
Commercial and industrial	4,623		1,859		6,482		227,902		234,384
Commercial and industrial - PPP	—		—		—		457		457
Consumer and other	1,369		227		1,596		92,293		93,889
Total	$	9,784	$	14,474	$	24,258	$	987,449	$	1,011,707
(1) $4,131 of balances 30-89 days past due and $8,854 of balances greater than 89 days past due are reported as Loans Not Past Due as a result of the government guarantee. Of those loans, $135 of commercial and industrial PPP loans were delinquent as of March 31, 2025.

The following table presents the aging of the principal balance of past due loans HFI at amortized cost at December 31, 2024 by loan segment:


	30-89 Days Past Due		Greater Than 89 Days Past Due		Total Past Due		Loans Not Past Due (1)		Total Loans
Real estate - residential	$	1,049	$	5,818	$	6,867	$	324,003	$	330,870
Real estate - commercial	1,857		4,492		6,349		299,372		305,721
Real estate - construction and land	—		—		—		32,914		32,914
Commercial and industrial	3,572		1,561		5,133		221,389		226,522
Commercial and industrial - PPP	—		—		—		941		941
Consumer and other	417		295		712		93,114		93,826
Total	$	6,895	$	12,166	$	19,061	$	971,733	$	990,794
(1) $10,429 of balances 30-89 days past due and $3,407 of balances greater than 89 days past due are reported as Loans Not Past Due as a result of the government guarantee. Of those loans, $135 of commercial and industrial PPP loans were delinquent as of December 31, 2024.

Modifications to Borrowers Experiencing Financial Difficulty

For the three months ended March 31, 2025 and the year ended December 31, 2024, there were no loan modifications to borrowers experiencing financial difficulty and no loan modifications that subsequently defaulted during the period.

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BAYFIRST FINANCIAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Dollars in thousands, except per share data)

Credit Quality Indicators

Internal risk-rating grades are assigned to loans by lending, credit administration or loan review personnel, based on an analysis of the financial and collateral strength and other credit attributes underlying each loan. Management analyzes the resulting ratings, as well as other statistics and factors such as delinquency, to track the migration performance of the portfolio balances. This analysis is performed at least annually. The Bank uses the following definitions for its risk ratings:

Pass – Loans properly approved, documented, collateralized, and performing which do not reflect an abnormal credit risk.

Special Mention – These credits have potential weaknesses that may, if not checked or corrected, weaken the asset, or inadequately protect the Company’s position at some future date. These assets pose elevated risk, but their weakness does not yet justify a “Substandard” classification.

Substandard – These loans are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected.

Doubtful – These loans have all the weaknesses inherent in those classified as Substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently known facts, conditions, and values, highly questionable and improbable.

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BAYFIRST FINANCIAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Dollars in thousands, except per share data)

The table below sets forth principal balance for the commercial loan portfolio disaggregated by loan segment based on internally assigned risk ratings at March 31, 2025 and gross write offs for the three months ended March 31, 2025:


													Revolving		Revolving
													Loans		Loans
	Term Loans Amortized Cost Basis by Origination Year												Amortized		Converted
	2025		2024		2023		2022		2021		Prior		Cost Basis		to Term		Total
Real estate - commercial
Risk Rating
Pass	$	12,938	$	53,638	$	53,805	$	67,031	$	46,563	$	48,221	$	3,032	$	—	$	285,228
Special mention	—		81		500		3,908		496		262		15		—		5,262
Substandard	—		—		2,841		856		140		2,024		—		—		5,861
Doubtful	—		—		—		—		—		—		—		—		—
Total real estate - commercial loans, at amortized cost, gross	12,938		53,719		57,146		71,795		47,199		50,507		3,047		—		296,351
Gross write offs	—		—		130		—		—		—		—		—		130

Real estate - construction and land
Risk Rating
Pass	1,663		7,912		25,917		9,091		1,087		—		256		—		45,926
Special mention	—		—		—		—		—		—		—		—		—
Substandard	—		—		814		—		—		—		—		—		814
Doubtful	—		—		—		—		—		—		—		—		—
Total real estate - construction and land loans, at amortized cost, gross	1,663		7,912		26,731		9,091		1,087		—		256		—		46,740
Gross write offs	—		—		—		—		—		—		—		—		—

Commercial and industrial
Risk Rating
Pass	40,835		60,067		38,354		31,397		10,246		32,390		7,642		—		220,931
Special mention	—		524		2,500		3,042		744		3,957		—		—		10,767
Substandard	—		—		1,288		686		16		493		116		—		2,599
Doubtful	—		—		—		—		8		79		—		—		87
Total commercial and industrial loans, at amortized cost, gross	40,835		60,591		42,142		35,125		11,014		36,919		7,758		—		234,384
Gross write offs	—		567		1,057		542		37		763		—		—		2,966

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BAYFIRST FINANCIAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Dollars in thousands, except per share data)


							Revolving	Revolving
							Loans	Loans
	Term Loans Amortized Cost Basis by Origination Year						Amortized	Converted
	2025	2024	2023	2022	2021	Prior	Cost Basis	to Term	Total
Commercial and industrial - PPP
Risk Rating
Pass	—	—	—	—	135	322	—	—	457
Special mention	—	—	—	—	—	—	—	—	—
Substandard	—	—	—	—	—	—	—	—	—
Doubtful	—	—	—	—	—	—	—	—	—
Total commercial and industrial - PPP loans, at amortized cost, gross	—	—	—	—	135	322	—	—	457
Gross write offs	—	—	—	—	—	—	—	—	—

The table below sets forth principal balance for the commercial loan portfolio disaggregated by loan segment based on internally assigned risk ratings at December 31, 2024 and gross write offs for the year ended December 31, 2024:


											Revolving		Revolving
											Loans		Loans
	Term Loans Amortized Cost Basis by Origination Year										Amortized		Converted
	2024		2023		2022		2021		Prior		Cost Basis		to Term		Total
Real estate - commercial
Risk Rating
Pass	$	58,597	$	67,244	$	67,994	$	46,851	$	52,733	$	2,430	$	—	$	295,849
Special mention	153		919		2,890		538		489		15		—		5,004
Substandard	—		2,971		857		99		941		—		—		4,868
Doubtful	—		—		—		—		—		—		—		—
Total real estate - commercial loans, at amortized cost, gross	58,750		71,134		71,741		47,488		54,163		2,445		—		305,721
Gross write offs	—		—		60		—		—		—		—		60

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BAYFIRST FINANCIAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Dollars in thousands, except per share data)


						Revolving	Revolving
						Loans	Loans
	Term Loans Amortized Cost Basis by Origination Year					Amortized	Converted
	2024	2023	2022	2021	Prior	Cost Basis	to Term	Total
Real estate - construction and land
Risk Rating
Pass	1,947	18,261	9,891	2,815	—	—	—	32,914
Special mention	—	—	—	—	—	—	—	—
Substandard	—	—	—	—	—	—	—	—
Doubtful	—	—	—	—	—	—	—	—
Total real estate - construction and land loans, at amortized cost, gross	1,947	18,261	9,891	2,815	—	—	—	32,914
Gross write offs	—	—	—	—	—	—	—	—

Commercial and industrial
Risk Rating
Pass	84,402	40,301	32,982	10,715	36,641	8,778	—	213,819
Special mention	189	1,991	3,003	682	3,696	—	—	9,561
Substandard	31	1,464	725	—	626	116	—	2,962
Doubtful	—	93	—	7	80	—	—	180
Total commercial and industrial loans, at amortized cost, gross	84,622	43,849	36,710	11,404	41,043	8,894	—	226,522
Gross write offs	—	3,286	3,210	361	4,099	—	—	10,956

Commercial and industrial - PPP
Risk Rating
Pass	—	—	—	135	302	—	—	437
Special mention	—	—	—	—	504	—	—	504
Substandard	—	—	—	—	—	—	—	—
Doubtful	—	—	—	—	—	—	—	—
Total commercial and industrial - PPP loans, at amortized cost, gross	—	—	—	135	806	—	—	941
Gross write offs	—	—	—	—	—	—	—	—

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BAYFIRST FINANCIAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Dollars in thousands, except per share data)

The Company considers the performance of the loan portfolio to determine its impact on the ACL. For residential and consumer loan classes, the Company evaluates credit quality based on the aging status of the loan by payment activity. The following table presents the principal balance at March 31, 2025 in residential and consumer loans based on payment activity as well as gross write offs for the three months ended March 31, 2025.


													Revolving		Revolving
													Loans		Loans
	Term Loans Amortized Cost Basis by Origination Year												Amortized		Converted
	2025		2024		2023		2022		2021		Prior		Cost Basis		to Term		Total
Real estate - residential
Payment Performance
Performing	$	3,150	$	35,706	$	25,633	$	70,476	$	22,029	$	16,242	$	159,525	$	—	$	332,761
Nonperforming	—		—		607		1,401		914		2,750		1,453		—		7,125
Total real estate - residential loans, at amortized cost, gross	3,150		35,706		26,240		71,877		22,943		18,992		160,978		—		339,886
Gross write offs	—		—		—		7		—		—		—		—		7

Consumer and other
Payment Performance
Performing	5,098		57,404		20,963		8,062		436		52		1,647		—		93,662
Nonperforming	—		84		19		124		—		—		—		—		227
Total consumer and other loans, at amortized cost, gross	5,098		57,488		20,982		8,186		436		52		1,647		—		93,889
Gross write offs	—		119		6		365		1		2		—		—		493

The following table presents the principal balance at December 31, 2024 in residential and consumer loans based on payment activity as well as gross write offs for the year ended December 31, 2024.


											Revolving		Revolving
											Loans		Loans
	Term Loans Amortized Cost Basis by Origination Year										Amortized		Converted
	2024		2023		2022		2021		Prior		Cost Basis		to Term		Total
Real estate - residential
Payment Performance
Performing	$	29,086	$	26,473	$	65,598	$	32,235	$	26,395	$	145,265	$	—	$	325,052
Nonperforming	—		—		3,565		293		—		1,960		—		5,818
Total real estate - residential loans, at amortized cost, gross	29,086		26,473		69,163		32,528		26,395		147,225		—		330,870
Gross write offs	—		—		—		—		20		—		—		20

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BAYFIRST FINANCIAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Dollars in thousands, except per share data)


						Revolving	Revolving
						Loans	Loans
	Term Loans Amortized Cost Basis by Origination Year					Amortized	Converted
	2024	2023	2022	2021	Prior	Cost Basis	to Term	Total
Consumer and other
Payment Performance
Performing	59,591	21,860	9,840	603	53	1,584	—	93,531
Nonperforming	84	—	186	—	—	25	—	295
Total consumer and other loans, at amortized cost, gross	59,675	21,860	10,026	603	53	1,609	—	93,826
Gross write offs	—	236	2,351	35	316	—	—	2,938

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BAYFIRST FINANCIAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Dollars in thousands, except per share data)

NOTE 6 – FAIR VALUE

Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There are three levels of inputs that may be used to measure fair values:

Level 1 – Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access at the measurement date.

Level 2 – Significant other observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, and other inputs that are observable or can be corroborated by observable market data.

Level 3 – Significant unobservable inputs that reflect a Company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The following is a description of the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy.

Investment Securities Available for Sale: The fair values of investment securities available for sale are determined by matrix pricing, which is a mathematical technique used to value debt securities without relying exclusively on quoted prices for the specific investment securities, but rather by relying on the investment securities’ relationship to other benchmark quoted investment securities (Level 2). Management obtains the fair values of investment securities available for sale on a monthly basis from a third party pricing service.

Government Guaranteed Loans HFI, at Fair Value: The Company has elected to account for certain government guaranteed loans HFI at fair value. Fair value is calculated based on the present value of estimated future payments (Level 3). The valuation model uses interest rate, prepayment speed, and default rate assumptions that market participants would use in estimating future payments. Whenever available, the present value is validated against available market data.

Individually Evaluated Loans: Periodically, the Company records nonrecurring adjustments to the carrying value of loans based on fair value measurements for partial charge-offs of the uncollectible portions of those loans. Nonrecurring adjustments can also include certain impairment amounts for collateral-dependent loans calculated when establishing the ACL. Loans are considered collateral dependent when the Company has determined that foreclosure of the collateral is probable or when a borrower is experiencing financial difficulty and the loan is expected to be repaid substantially through the operation or sale of collateral. A collateral dependent loan’s ACL is measured based on the difference between the fair value of the collateral and the amortized cost basis of the loan as of the measurement date. Fair value of the loan’s collateral is determined by appraisals, independent valuation, or management’s estimation of fair value which is then adjusted for the cost related to liquidation of the collateral. Collateral dependent loans are generally classified as Level 3 based on management’s judgment and estimation.

Other Real Estate Owned: Other real estate owned assets are recorded at the lower of cost or fair value upon the transfer of a loan to other real estate owned and, subsequently, continue to be measured and carried at the lower of cost or fair value. The fair value of other real estate owned is based on recent real estate appraisals which are generally updated annually. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales, cost, and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are usually significant and typically result in a Level 3 classification of the inputs for determining fair value. Other real estate owned properties are evaluated on a quarterly basis for additional impairment and adjusted accordingly.

Appraisals for both collateral dependent impaired loans and real estate owned are performed by certified general appraisers (for commercial properties) or certified residential appraisers (for residential properties) whose qualifications and licenses have been reviewed and verified by either the Company or the Company's appraisal services vendor. Once received, management reviews the assumptions and approaches utilized in the appraisal as well as the overall resulting fair value in comparison with independent data sources such as recent market data or industry-wide statistics. Management compares the best-efforts price of collateral that has been sold to the most recent appraised value to determine what additional adjustment should be made to the appraised value to arrive at fair value.

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BAYFIRST FINANCIAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Dollars in thousands, except per share data)

Repossessed Assets: Repossessed assets are recorded at the lower of cost or fair value upon the transfer of a loan to repossessed assets. The fair value of a repossessed asset, upon initial recognition, is estimated using a market approach or based on observable market data, such as a current appraisal, recent sale price of similar assets, or assumptions specific to the individual property or equipment, such as management applied discounts used to further reduce values to a net realizable value when observable inputs become stale.

Government Guaranteed Loan Servicing Rights: The fair value of government guaranteed loan servicing rights is based on a valuation model that calculates the present value of estimated net servicing income. The valuation model incorporates assumptions that market participants would use in estimating future net servicing income. There were no government guaranteed loan servicing rights carried at fair value at March 31, 2025 and December 31, 2024. On a quarterly basis, government guaranteed loan servicing rights are evaluated for impairment based upon the fair value of the rights as compared to the cost. If the carrying amount exceeds fair value, impairment is recorded.

Assets measured at fair value on a recurring basis at March 31, 2025 are summarized below. There were no liabilities carried at fair value on a recurring basis at March 31, 2025.


	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Financial assets
Investment securities available for sale	$	—	$	36,318	$	—	$	36,318

Government guaranteed loans HFI, at fair value	—		—		57,901		57,901

Assets measured at fair value on a recurring basis at December 31, 2024 are summarized below. There were no liabilities carried at fair value on a recurring basis at December 31, 2024.


	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Financial assets
Investment securities available for sale	$	—	$	36,291	$	—	$	36,291

Government guaranteed loans HFI, at fair value	—		—		60,833		60,833

There were no transfers between levels for assets and liabilities recorded at fair value on a recurring basis during the reported periods.

Financial Instruments Recorded Using Fair Value Option

The Company elected the fair value option for certain of its government guaranteed loans HFI as the Company believed that fair value was the best indicator of the resolution of those loans at that time. Depending on market conditions and liquidity needs of the Company, management determines whether it is advantageous to hold or sell government guaranteed loans on a loan-by-loan basis. The portion of these loans guaranteed by the government are generally readily marketable in the secondary market and the portion of the loans that are not guaranteed may be sold periodically to other third party financial institutions. Interest income on these loans is recorded based on the contractual term of the loan and in accordance with the Company’s policy on other loans HFI.

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BAYFIRST FINANCIAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Dollars in thousands, except per share data)

The following tables provide more information about the fair value carrying amount and the unpaid principal outstanding of HFI government guaranteed loans measured at fair value at March 31, 2025 and December 31, 2024.


	March 31, 2025
	Total Loans						Nonaccrual(1)						90 Days or More Past Due(1)
	Fair Value Carrying Amount		Unpaid Principal Balance		Fair Value Gain (Loss)		Fair Value Carrying Amount		Unpaid Principal Balance		Fair Value Gain (Loss)		Fair Value Carrying Amount		Unpaid Principal Balance		Fair Value Gain (Loss)
Real estate - commercial	$	18,065	$	17,748	$	317	$	671	$	676	$	(5)	$	—	$	—	$	—
Commercial and industrial	39,836		42,812		(2,976)		1,255		3,753		(2,498)		—		—		—
Total loans HFI, at fair value	$	57,901	$	60,560	$	(2,659)	$	1,926	$	4,429	$	(2,503)	$	—	$	—	$	—


	December 31, 2024
	Total Loans						Nonaccrual(1)						90 Days or More Past Due(1)
	Fair Value Carrying Amount		Unpaid Principal Balance		Fair Value Gain (Loss)		Fair Value Carrying Amount		Unpaid Principal Balance		Fair Value Gain (Loss)		Fair Value Carrying Amount		Unpaid Principal Balance		Fair Value Gain (Loss)
Real estate - commercial	$	15,136	$	15,075	$	61	$	—	$	—	$	—	$	—	$	—	$	—
Commercial and industrial	45,697		46,981		(1,284)		1,491		2,630		(1,139)		—		—		—
Total loans HFI, at fair value	$	60,833	$	62,056	$	(1,223)	$	1,491	$	2,630	$	(1,139)	$	—	$	—	$	—

(1) The nonaccrual and 90 days or more past due loan balances do not include the portion of government guaranteed loan balances.

The total amount of net gains and losses from changes in fair value and interest income included in earnings for the three months ended March 31, 2025 and March 31, 2024 for government guaranteed loans HFI, at fair value, were as follows:


	Three Months Ended March 31,
	2025		2024
Interest income	$	1,777	$	2,308
Change in fair value	(755)		3,305
Total gain, net	$	1,022	$	5,613

Changes in fair value for government guaranteed loans HFI, at fair value, were included in Government guaranteed loans fair value gain (loss), net on the Consolidated Statements of Income.

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BAYFIRST FINANCIAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Dollars in thousands, except per share data)

The table below presents a reconciliation of government guaranteed loans HFI, at fair value, which were valued on a recurring basis and used significant unobservable inputs (Level 3) for the three months ended March 31, 2025 and March 31, 2024:


	Three Months Ended March 31,
	2025		2024
Balance of government guaranteed loans HFI at fair value, beginning of period	$	60,833	$	91,508
New government guaranteed originations at fair value	4,760		37,107
Loans sold	(5,606)		(53,442)
Principal payments	(1,331)		(709)


Total fair value gains (losses) during the period	(755)		3,305
Balance of government guaranteed loans HFI at fair value, end of period	$	57,901	$	77,769

The Company’s valuation of government guaranteed loans HFI, at fair value, was supported by an analysis prepared by an independent third party and approved by management. The approach to determine fair value involved several steps: 1) identifying each loan’s unique characteristics, including balance, payment type, term, coupon, age, and principal and interest payment; 2) projecting these loan level characteristics for the life of each loan; and 3) performing discounted cash flow modeling.

The following table provides information about the valuation techniques and unobservable inputs used in the valuation of government guaranteed loans HFI that fall within Level 3 of the fair value hierarchy at March 31, 2025 and December 31, 2024:

Fair Value

Valuation
Technique

Unobservable Inputs

Range (Weighted Average)

March 31, 2025

Government guaranteed loans HFI, at fair value

57,901

Discounted

Discount rate

5.36%-9.11% (8.24%)

cash flow

Conditional prepayment rate

0.00%-20.16% (12.56%)

December 31, 2024

Government guaranteed loans HFI, at fair value

60,833

Discounted

Discount rate

6.07%-9.57% (8.69%)

cash flow

Conditional prepayment rate

0.00%-18.13% (11.61%)

The significant unobservable inputs impacting the fair value measurement of government guaranteed loans HFI, at fair value, include discount rates and conditional prepayment rates. Increases in discount rates or prepayment rates would result in a lower fair value measurement. Although the prepayment rate and discount rate are not directly interrelated, they generally move in opposite directions. The discount rates and conditional prepayment rates were weighted by the relative principal balance outstanding of these loans.

Assets measured at fair value on a nonrecurring basis (Level 3) at March 31, 2025 are summarized below:


	Fair Value		Valuation Technique(s)	Significant Unobservable Input(s)	Discount % Amount
Individually evaluated loans	$	2,709	Discounted appraisals, estimated net realizable value of collateral	Collateral discounts	10%
Other real estate owned	$	132	Discounted appraisals, estimated net realizable value of collateral	Collateral discounts	10%
Repossessed assets	$	36	Discounted appraisals, estimated net realizable value of collateral	Collateral discounts	10%

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BAYFIRST FINANCIAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Dollars in thousands, except per share data)

Assets measured at fair value on a nonrecurring basis (Level 3) at December 31, 2024 are summarized below:


	Fair Value		Valuation Technique(s)	Significant Unobservable Input(s)	Discount % Amount
Individually evaluated loans	$	2,709	Discounted appraisals, estimated net realizable value of collateral	Collateral discounts	10%
Other real estate owned	$	132	Discounted appraisals, estimated net realizable value of collateral	Collateral discounts	10%
Repossessed assets	$	36	Discounted appraisals, estimated net realizable value of collateral	Collateral discounts	10%

Fair Value of Financial Instruments

The carrying values and estimated fair values of financial instruments not carried at fair value, at March 31, 2025 and December 31, 2024 are as follows:


		March 31, 2025				December 31, 2024
	Level	Carrying Value		Fair Value		Carrying Value		Fair Value
Assets:
Cash and cash equivalents	1	$	63,154	$	63,154	$	77,788	$	77,788
Time deposits in banks	2	2,025		2,005		2,270		2,212
Investment securities held to maturity	2	2,488		2,356		2,488		2,346
Nonmarketable equity securities, at cost	2	5,480		5,480		4,526		4,526

Loans HFI, at amortized cost	3	1,010,403		1,010,753		990,214		986,406
Accrued interest receivable	2	9,153		9,153		9,155		9,155
Government guaranteed loan servicing rights	3	16,460		19,454		16,534		19,473

Liabilities:
Noninterest-bearing deposit accounts	2	$	106,236	$	106,236	$	101,743	$	101,743
Interest-bearing transaction accounts	2	261,074		261,074		256,793		256,793
Savings and money market deposit accounts	2	467,766		467,766		474,425		474,425
Time deposits	2	293,191		293,191		310,268		307,925
FHLB borrowings	2	20,000		20,000		—		—
Subordinated debentures	2	5,957		5,526		5,956		5,511
Notes payable	2	1,820		1,806		1,934		1,919
Accrued interest payable	2	1,053		1,053		1,036		1,036

NOTE 7 – GOVERNMENT GUARANTEED LOAN SERVICING ACTIVITIES

At March 31, 2025 and December 31, 2024, the principal balance of government guaranteed loans, excluding PPP loans, retained by the Company was $422,195 and $425,963, respectively, of which $140,381 and $148,543 represented the guaranteed portion of the loans. Loans serviced for others are not included in the accompanying Consolidated Balance Sheets. The unpaid principal balances of government guaranteed loans serviced for others requiring recognition of a servicing asset were $1,065,754 and $1,056,665 at March 31, 2025 and December 31, 2024, respectively.

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BAYFIRST FINANCIAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Dollars in thousands, except per share data)

Activity for government guaranteed loan servicing rights for the three months ended March 31, 2025 and March 31, 2024 follows:


	Three Months Ended
	March 31, 2025		March 31, 2024
Beginning of period	$	16,534	$	14,959
Additions	1,652		2,178
Amortization	(1,726)		(1,395)
End of period	$	16,460	$	15,742

The fair value of government guaranteed loan servicing rights was $19,454 and $19,473 at March 31, 2025 and December 31, 2024, respectively. Fair value was determined using a weighted average discount rate of 14.50% and a weighted average prepayment speed of 12.17% at March 31, 2025. Fair value was determined using a weighted average discount rate of 14.63% and a weighted average prepayment speed of 11.97% at December 31, 2024. The government guaranteed loan servicing rights are amortized over the life of a loan on a loan-by-loan basis.

The following table presents the components of net gain on sale of government guaranteed loans for the three months ended March 31, 2025 and March 31, 2024:


	Three Months Ended
	March 31, 2025		March 31, 2024
Gain on sale of guaranteed portion of government guaranteed loans	$	5,675	$	5,911


Fair value of loan servicing rights created	1,652		2,178
Gain on sale of government guaranteed loans, net	$	7,327	$	8,089

NOTE 8 – LEASES

On December 23, 2024, the Bank agreed to a sale-leaseback transaction with Mountainseed Real Estate Services, LLC (the “Buyer”), pursuant to which the Bank sold to the Buyer two properties owned and operated as branch locations (the “Properties”) for an aggregate purchase price of $15,000, including customary closing adjustments. On December 31, 2024, the Bank also entered into triple net lease agreements (the “Lease Agreements”) with the Buyer under which the Bank leases each of the Properties, and pursuant to which the Bank is responsible for the insurance, real estate taxes, and maintenance and repairs for each of the properties. Each of the Lease Agreements became effective upon the closing and have an initial term of 15 years. The Bank’s obligations under the Lease Agreements are guaranteed by BayFirst Financial Corp.

As the rate implicit in the leases generally is not readily determinable for our operating leases, the discount rates used to determine the present value of our lease liability are based on our incremental borrowing rate at the lease commencement date and commensurate with the remaining lease term. Our incremental borrowing rate for a lease is the rate of interest we would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment.

For the three months ended March 31, 2025 and March 31, 2024, the components of total lease cost and supplemental information related to operating leases were as follows:


	Three Months Ended March 31,
	2025		2024
Operating lease cost	$	605	$	259
Short-term lease cost	31		9
Total lease cost, net (1)	$	636	$	268

(1) There were no lease costs reported as discontinued operations for the three months ended March 31, 2025 and $61 for the three months ended March 31, 2024.

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BAYFIRST FINANCIAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Dollars in thousands, except per share data)


	Three Months Ended March 31,
	2025		2024

Cash flows related to operating lease liabilities	$	276	$	243
Right-of-use assets obtained in exchange for new operating lease liabilities	—		296

At March 31, 2025, the weighted average discount rate of operating leases was 6.90% and the weighted average remaining life of operating leases was 13.09 years.

The future minimum lease payments for operating leases, subsequent to March 31, 2025, as recorded on the balance sheet, are summarized as follows:


2025	$	1,464
2026	2,119
2027	1,751
2028	1,313
2029	1,339
Thereafter	14,961
Total undiscounted lease payments	$	22,947
Less: imputed interest	(8,845)
Net lease liabilities	$	14,102

NOTE 9 – OTHER BORROWINGS

At March 31, 2025, the Company had $20,000 of borrowings at 4.57% from the FHLB and no borrowings from the FRB. There were no borrowings from the FHLB or FRB at December 31, 2024.

The Bank is a member of the FHLB of Atlanta, which provides short- and long-term funding collateralized by mortgage-related assets to its members. FHLB short-term borrowings bear interest at variable rates set by the FHLB. Any advances that the Bank were to obtain would be secured by a blanket lien on $350,389 of real estate-related loans as of March 31, 2025. Based on this collateral and the Bank's holdings of FHLB stock, the Bank was eligible to borrow up to $163,762 from the FHLB at March 31, 2025.

In addition, the Bank has a secured line of credit with the Federal Reserve Bank of Atlanta which was secured by $68,009 of commercial loans as of March 31, 2025. FRB short-term borrowings bear interest at variable rates based on the FOMC's target range for the federal funds rate. Based on this collateral, the Bank was eligible to borrow up to $48,344 from the FRB at March 31, 2025.

The Company has $6,000 of Subordinated Debentures (the “Debentures”) that mature June 30, 2031 and are redeemable after 5 years which is June 30, 2026. The Debentures carry interest at a fixed rate of 4.50% per annum for the initial 5 years of term and carry interest at a floating rate for the final 5 years of term after June 30, 2026. Under the debt agreements, the floating rates are based on a SOFR benchmark plus 3.78% per annum. The balance of Subordinated Debentures outstanding at the Company, net of offering costs, amounted to $5,957 and $5,956 at March 31, 2025 and December 31, 2024, respectively.

The Company has a term note with quarterly principal and interest payments with interest at Prime (7.50% at March 31, 2025). The note matures on March 10, 2029 and the balance of the note was $1,820 and $1,934 at March 31, 2025 and December 31, 2024, respectively. The note is secured by 100% of the stock of the Bank and requires the Company to comply with certain loan covenants during the term of the note. As of March 31, 2025, the Company was in compliance with all financial debt covenants.

NOTE 10 – STOCK-BASED COMPENSATION

The Equity Plan governs the Company’s restricted stock grants and stock options. Total compensation cost charged against income related to the Equity Plan was $69 and $62 for the three months ended March 31, 2025 and March 31, 2024, respectively.

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BAYFIRST FINANCIAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Dollars in thousands, except per share data)

Restricted Stock

The Company awarded shares of restricted common stock to certain employees and directors for which compensation expense is recognized ratably over the vesting period of the awards based on the fair value of the stock at issue date.

A summary of changes in the Company’s nonvested restricted shares for the three months ended March 31, 2025 and March 31, 2024 follows:


	Shares	Weighted-Average Grant-Date Fair Value, per share
Nonvested at January 1, 2025	47,485	$	14.54
Granted	20,500	15.93
Vested	(24,225)	(13.23)
Forfeited	(340)	(14.50)
Nonvested at March 31, 2025	43,420	$	15.93


	Shares	Weighted-Average Grant-Date Fair Value, per share
Nonvested at January 1, 2024	52,195	$	18.75
Granted	30,650	11.70
Vested	(28,710)	(18.50)
Forfeited	(330)	(16.06)
Nonvested at March 31, 2024	53,805	$	14.88

At March 31, 2025, there was $647 of total unrecognized compensation cost related to nonvested restricted shares granted under the Equity Plan that is expected to be recognized over a weighted average period of 2.1 years. The total fair value of shares vested during the three months ended March 31, 2025 and March 31, 2024 was $370 and $326, respectively.

Stock Options

The Equity Plan permits the grant of stock options to the Company’s employees and directors for up to 15% of the total number of shares of Company common stock issued and outstanding, up to 1,500,000 shares. Option awards are

granted with an exercise price equal to the market price of the Company’s common stock at the date of grant. The market price of the Company’s common stock is the closing sales price of the Common Stock on Nasdaq on the date of the grant. Those option awards generally have a vesting period of 5 years for employees and 3 years for directors and have 10-year contractual terms.

The fair value of each option award is estimated on the date of grant using a closed form option valuation (Black-Scholes) model that uses the assumptions noted in the table below. Expected volatility is based on an average of historical volatility of peer financial institutions. The expected term of options granted represents the period of time that options granted are expected to be outstanding, which takes into account that the options are not transferable. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of the grant.

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BAYFIRST FINANCIAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Dollars in thousands, except per share data)

A summary of the activity in the Equity Plan for the three months ended March 31, 2025 and March 31, 2024 follows:


	Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value
Outstanding at January 1, 2025	364,063	$	15.68

Exercised	(1,050)	(14.67)


Outstanding at March 31, 2025	363,013	$	15.68	4.40	$	34
Vested and exercisable at March 31, 2025	357,688	$	15.69	4.40	$	34


	Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value
Outstanding at January 1, 2024	367,033	$	15.68


Forfeited	(390)	(14.82)

Outstanding at March 31, 2024	366,643	$	15.68	5.41	$	—
Vested and exercisable at March 31, 2024	321,957	$	15.71	5.36	$	—

There were no options granted during the three months ended March 31, 2025 or March 31, 2024. Total unrecognized compensation cost related to nonvested stock options granted under the Equity Plan was $16 at March 31, 2025. This cost is expected to be recognized over a weighted average period of 0.8 years.

NOTE 11 – OTHER BENEFIT PLANS

The Company has established a stock dividend reinvestment and stock purchase plan. Under the DRIP, eligible shareholders can voluntarily purchase stock with their dividend or can make additional stock purchases. For the three months ended March 31, 2025 and March 31, 2024, there were no shares issued.

All employees and Directors are eligible to participate in the NSPP. Expense recognized in relation to the NSPP for the three months ended March 31, 2025 and March 31, 2024 was $5 and $7, respectively.

The Company has a Salary Continuation Agreement (the “Agreement”) with the Company’s retired CEO. In accordance with the Agreement, the executive will receive an annual benefit of $25 for twenty years following separation of service. The liability recorded for the Agreement was $306 and $327 at March 31, 2025 and December 31, 2024, respectively, and the related expense for the three months ended March 31, 2025 was $3 and the related expense for the three months ended March 31, 2024 was $4. Payments began in July 2024 as a result of the retirement of the CEO on December 31, 2023.

The Company has a 401(k) plan that covers all employees subject to certain age and service requirements. The Company contributes 3% of each employee’s salary each pay period as a safe harbor contribution. The Company may also match employee contributions each year at the discretion of the Board of Directors. There was no match of contributions in 2024. Expense recognized in relation to the 401(k) plan was $264 and $345 for the three months ended March 31, 2025 and March 31, 2024, respectively.

The Company has an ESOP for eligible employees. Each year, the Company’s Board of Directors may approve a discretionary percentage of employees’ salaries to be contributed to the ESOP for eligible employees. In 2021, the ESOP trust acquired 14,154 shares of the Company’s stock. As this is a leveraged plan, unallocated shares are distributed to employees annually. There were 5,662 unallocated shares with a fair value of $95 and 8,493 unallocated shares with a fair value of $110 remaining as of March 31, 2025 and March 31, 2024, respectively. The ESOP trust’s outstanding loan, which is secured by the unallocated shares, bears a fixed interest rate equal to the Prime Rate as of the note date, which was 3.25%. The note requires an annual payment of principal and interest through December 2026. The Company’s ESOP, which is internally leveraged, does not report the loan receivable extended to the ESOP as an asset and does not report the ESOP debt due to the Company.

The discontinuation of the nationwide residential lending division during 2022 triggered a partial plan termination and all affected employees were 100% vested in the Company’s contributions into the ESOP. As a result of the exit of affected

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BAYFIRST FINANCIAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Dollars in thousands, except per share data)

participants from the plan, the plan acquired 23,383 shares of the Company’s stock. As this is a leveraged plan, unallocated shares are distributed to employees annually. There were 14,030 unallocated shares with a fair value of $235 and 18,706 unallocated shares with a fair value of $242 remaining as of March 31, 2025 and March 31, 2024, respectively. The ESOP trust was issued a five year loan bearing an interest rate equal to the Prime Rate as of the note date, which was 8.25% and adjusts annually as of the first day of each succeeding calendar year to reflect the Prime Rate as of the first business day of the calendar year. The note requires an annual payment of principal and interest through December 2027. The Company’s ESOP, which is internally leveraged, does not report the loan receivable extended to the ESOP as an asset and does not report the ESOP debt due to the Company.

The Board did not approve any contributions in 2024. There was $30 of expense related to the ESOP for the three months ended March 31, 2025 and $136 expense for the three months ended March 31, 2024.

NOTE 12 – REGULATORY MATTERS

Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and, additionally for banks, prompt corrective action regulations, involve quantitative measures of assets, liabilities, and certain off-balance sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators. Failure to meet capital requirements can initiate regulatory action. Management believes that the Bank met all capital adequacy requirements to which it was subject at March 31, 2025 and December 31, 2024.

Prompt corrective action regulations provide five classifications: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized, although these terms are not used to represent overall financial condition. If adequately capitalized, regulatory approval is required to accept brokered deposits. If undercapitalized, capital distributions are limited, as is asset growth and expansion, and capital restoration plans are required. At March 31, 2025 and December 31, 2024, the most recent regulatory notifications categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. There are no conditions or events since that notification that management believes have changed the institution’s classification.

In February 2019, the federal bank regulatory agencies issued a final rule that revised certain capital regulations under ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, and included a transition option that allows banking organizations to phase in, over a three year period, the day one adverse effects of adoption on their regulatory capital ratios (three year transition option). In connection with the adoption of ASC 326 on January 1, 2023, the Company recognized an after-tax cumulative effect reduction to retained earnings. The Company elected to adopt the three year transition option and the deferral has been applied in capital ratios presented below. Actual and required capital amounts and ratios for the Bank are presented below at March 31, 2025:


	Actual				Required for Capital Adequacy Purposes				To be Well Capitalized Under Prompt Corrective Action Regulations
	Amount		Ratio		Amount		Ratio		Amount		Ratio
Total Capital
(to Risk Weighted Assets)	$	122,454	11.73	%	$	83,529	8.00	%	$	104,411	10.00	%
Tier 1 Capital
(to Risk Weighted Assets)	$	109,360	10.47	%	$	62,647	6.00	%	$	83,529	8.00	%
Common Equity Tier 1 Capital
(to Risk Weighted Assets)	$	109,360	10.47	%	$	46,985	4.50	%	$	67,867	6.50	%
Tier 1 Capital
(to Average Assets)	$	109,360	8.56	%	$	51,104	4.00	%	$	63,880	5.00	%

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BAYFIRST FINANCIAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Dollars in thousands, except per share data)

Actual and required capital amounts and ratios for the Bank are presented below at December 31, 2024:


	Actual				Required for Capital Adequacy Purposes				To be Well Capitalized Under Prompt Corrective Action Regulations
	Amount		Ratio		Amount		Ratio		Amount		Ratio
Total Capital
(to Risk Weighted Assets)	$	124,420	12.14	%	$	81,985	8.00	%	$	102,482	10.00	%
Tier 1 Capital
(to Risk Weighted Assets)	$	111,586	10.89	%	$	61,489	6.00	%	$	81,985	8.00	%
Common Equity Tier 1 Capital
(to Risk Weighted Assets)	$	111,586	10.89	%	$	46,117	4.50	%	$	66,613	6.50	%
Tier 1 Capital
(to Average Assets)	$	111,586	8.82	%	$	50,579	4.00	%	$	63,224	5.00	%

Dividend Restrictions

Banking regulations limit the amount of dividends that may be paid. Approval by regulatory authorities is required if the effect of dividends declared would cause the regulatory capital of the Bank to fall below specified minimum levels. Approval is also required if dividends declared exceed the net profits of the Bank for that year combined with the retained net profits for the preceding two years.

NOTE 13 – LOAN COMMITMENTS AND OTHER RELATED ACTIVITIES

Some financial instruments, such as loan commitments, credit lines, and letters of credit, are issued to meet customer financing needs. These are agreements to provide credit or to support the credit of others, as long as conditions established in the contract are met, and usually have expiration dates. Commitments may expire without being used. Off-balance sheet risk to credit loss exists up to the face amount of these instruments, although material losses are not anticipated. The same credit policies that are used for loans are used to make such commitments, including obtaining collateral at exercise of the commitment.

The contractual amounts of financial instruments with off-balance sheet risk at March 31, 2025 and December 31, 2024 were as follows:


	March 31, 2025		December 31, 2024
Unfunded loan commitments	$	17,624	$	21,174
Unused lines of credit	220,147		199,411
Standby letters of credit	259		276

All unused lines of credit at March 31, 2025 and December 31, 2024 were variable rate lines of credit and the majority of unfunded loan commitments at March 31, 2025 and December 31, 2024 were commitments to fund variable rate loans. Unfunded loan commitments are generally entered into for periods of 90 days or less.

The Company maintains an ACL for its off-balance sheet loan commitments which is calculated by loan type using estimated line utilization rates based on peer historical usage. Loss rates for outstanding loans is applied to the estimated utilization rates to calculate the ACL for off-balance sheet loan commitments. At March 31, 2025 and December 31, 2024, ACL for off-balance sheet loan commitments totaled $614 and $516, respectively.

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BAYFIRST FINANCIAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Dollars in thousands, except per share data)

NOTE 14 – EARNINGS PER COMMON SHARE

The following table sets forth the computation of basic and diluted earnings per common share for the three months ended March 31, 2025 and March 31, 2024:


	Three Months Ended March 31,
	2025		2024
Basic:
Income (loss) from continuing operations	$	(335)	$	883
Loss from discontinued operations	—		(59)
Net income (loss)	(335)		824
Less: Preferred stock dividends	385		385
Net income available to (loss attributable to) common shareholders	$	(720)	$	439
Weighted average common shares outstanding	4,141,070		4,130,484

Basic earnings (loss) per common share:
Continuing operations	$	(0.17)	$	0.12
Discontinued operations	—		(0.01)
Total	$	(0.17)	$	0.11

Diluted:
Income (loss) from continuing operations	$	(335)	$	883
Loss from discontinued operations	—		(59)
Net income (loss)	(335)		824
Less: Preferred stock dividends	385		385
Add: Series B preferred stock and preferred C stock dividends	—		—
Net income available to (loss attributable to) common shareholders	$	(720)	$	439
Weighted average common shares outstanding for basic earnings per common share	4,141,070		4,130,484
Add: Dilutive effects of conversion of Series B preferred stock and Preferred C to common stock	—		—
Add: Dilutive effects of assumed exercises of stock options and warrants	—		—
Average shares and dilutive potential common shares	4,141,070		4,130,484

Diluted earnings (loss) per common share:
Continuing operations	$	(0.17)	$	0.12
Discontinued operations	—		(0.01)
Total	$	(0.17)	$	0.11

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BAYFIRST FINANCIAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Dollars in thousands, except per share data)

The following securities outstanding at March 31, 2025 and March 31, 2024 have been excluded from the calculation of weighted average shares outstanding as their effect on the calculation of earnings (loss) per share are antidilutive:


	Three Months Ended March 31,
	2025	2024
Common stock options	363,013	366,776
Convertible Series B preferred stock	3,210	3,210
Convertible Series C preferred stock	6,446	6,446

NOTE 15 - SEGMENT INFORMATION

The Company’s revenue is primarily derived from the business of banking. The Company’s financial performance is monitored on a consolidated basis by senior management, who are considered to be the Bank’s Chief Operating Decision Maker (“CODM”). Senior management includes the following officers of the Company: Chief Executive Officer; President, Chief Operating Officer; and Executive Vice President, Chief Financial Officer.

All of the Company’s financial results are similar and considered by management to be aggregated into one reportable operating segment. While the Company has assigned certain management responsibilities by branch location or department, the Company’s CODM evaluates financial performance on a Company-wide basis. The majority of the Company’s revenue is from the business of banking, and the Company’s branch locations have similar economic characteristics, products, services and customers. Accordingly, all of the Company’s operations are considered by the CODM to be aggregated in one reportable operating segment.

Financial performance is measured monthly and the primary measures of performance are net income, net interest income, noninterest income, and significant operating expenses detailed below. The Company evaluates budget to actual results in assessing the Company’s segment. The allocation of resources throughout the Company is based on consolidated profitability. The presentation of financial performance is consistent with amounts and financial statement line items shown in the Company’s consolidated balance sheets and consolidated statements of income. Additionally, the Company’s significant expenses are adequately segmented by category and amount in the consolidated statements of income to include all significant items when considering both qualitative and quantitative factors. Significant expenses of the Company include compensation, occupancy and equipment, data processing, professional services, and loan origination and collection expenses.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion is an analysis of the results of operations for the three months ended March 31, 2025 and March 31, 2024 and financial condition as of March 31, 2025 and December 31, 2024. This discussion and analysis should be read in conjunction with the consolidated financial statements and related notes.

In addition to the historical information contained herein, this Form 10-Q includes "forward-looking statements" within the meaning of such term in the Private Securities Litigation Reform Act of 1995. These statements are subject to many risks and uncertainties, including, but not limited to, the effects of health crises, global military hostilities, weather events, or climate changes, including its effects on the economic environment, its customers and its operations, as well as any changes to federal, state or local government laws, regulations or orders in connection with them; the ability of the Company to implement its strategy and expand its banking operations; changes in interest rates and other general economic, business and political conditions, including changes in the financial markets or global military hostilities; changes in business plans as circumstances warrant; risks related to mergers and acquisitions; changes in benchmark interest rates used to price loans and deposits, changes in tax laws, regulations and guidance; and other risks detailed from time to time in filings made by the Company with the SEC. Readers should note that the forward-looking statements included herein are not a guarantee of future events, and that actual events may differ materially from those made in or suggested by the forward-looking statements.

Forward-looking statements generally can be identified by the use of forward-looking terminology such as "will," "propose," "may," "plan," "seek," "expect," "intend," "estimate," "anticipate," "believe," "continue," or similar terminology. Any forward-looking statements presented herein are made only as of the date of this document, and the Company does not undertake any obligation to update or revise any forward-looking statements to reflect changes in assumptions, the occurrence of unanticipated events, or otherwise.

Overview

The following discussion and analysis presents the financial condition and results of operations on a consolidated basis. However, because the Company conducts all of its material business operations through the Bank, the discussion and analysis relates to activities primarily conducted at the subsidiary level. The following discussion should be read in conjunction with the consolidated financial statements.

As a one-bank holding company, the Company generates most of its revenue from interest on loans and gain on sale income derived from the sale of government guaranteed loans into the secondary market. The primary sources of funding for its loans are loan sales, loan payments, deposits, and borrowings. The Company is dependent on noninterest income, which is derived primarily from net gain on the sales of the guaranteed portion of government guaranteed loans. The largest expenses are interest on those deposits and borrowings, professional fees, loan origination expenses, and salaries and commissions plus related employee benefits. The Company measures its performance through its net interest income after provision for credit losses, return on average assets, and return on average common equity, while maintaining appropriate regulatory leverage and risk-based capital ratios.

Application of Critical Accounting Policies and Estimates

The preparation of consolidated financial statements in accordance with GAAP requires the Company to make estimates and judgments that affect reported amounts of assets, liabilities, income and expenses and related disclosure of contingent assets and liabilities. The Company bases those estimates on historical experience and on various other assumptions that are believed to be reasonable under current circumstances, results of which form the basis for making judgments about the carrying value of certain assets and liabilities that are not readily available from other sources. Estimates are evaluated on an ongoing basis. Actual results may differ from these estimates.

Accounting policies, as described in detail in the notes to the Company’s consolidated financial statements, are an integral part of the Company’s consolidated financial statements. A thorough understanding of these accounting policies is essential when reviewing the Company’s reported results of operations and financial position. Management believes that the critical accounting policies and estimates listed below require the Company to make difficult, subjective or complex judgments about matters that are inherently uncertain. At March 31, 2025, the most critical of these significant accounting policies in understanding the estimates and assumptions involved in preparing the consolidated financial statements were the policies

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related to the ACL, fair value measurement of government guaranteed loan servicing rights and government guaranteed loans HFI at fair value, which are discussed more fully in the December 31, 2024 Form 10-K.

Changes in these estimates that are likely to occur from period to period, or the use of different estimates that the Company could have reasonably used in the current period, could have a material impact on the Company’s financial position or results of operation.

Further, the Company is an emerging growth company. The JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected to take advantage of this extended transition period. This means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies do so. This may make the Company’s financial statements not comparable with those of public companies which are neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period because of the potential differences in accounting standards used.

Recent Developments

Share Repurchase Program. The Company announced that its Board of Directors adopted a share repurchase program. Under the repurchase program, the Company may repurchase up to $2.0 million of the Company’s outstanding shares, over a period beginning on January 28, 2025, and continuing until the earlier of the completion of the repurchase, or December 31, 2025, or termination of the program by the Board of Directors. To date, the Company has purchased $335 thousand of shares through this share repurchase program.

Second Quarter Common Stock Dividend. On April 22, 2025, BayFirst’s Board of Directors declared a second quarter 2025 cash dividend of $0.08 per common share, payable June 15, 2025 to common shareholders of record as of June 1, 2025. The Company has continuously paid quarterly common stock cash dividends since 2016.

Second Quarter Preferred Series A Stock Dividend. BayFirst’s Board of Directors declared a quarterly cash dividend of $22.50 on the Series A Preferred Stock. The dividend will be payable July 1, 2025 to shareholders of record as of April 15, 2025. The amount and timing of the dividend is in accordance with the terms of the Series A Preferred Stock.

Second Quarter Preferred Series B Stock Dividend. BayFirst’s Board of Directors declared a quarterly cash dividend of $20.00 on the Series B Convertible Preferred Stock. The dividend will be payable July 1, 2025 to shareholders of record as of April 15, 2025. The amount and timing of the dividend is in accordance with the terms of the Series B Convertible Preferred Stock.

Second Quarter Preferred Series C Stock Dividend. BayFirst’s Board of Directors declared a quarterly cash dividend of $27.50 on the Series C Cumulative Convertible Preferred Stock. The dividend will be payable July 1, 2025 to shareholders of record as of April 15, 2025. The amount and timing of the dividend is in accordance with the terms of the Series C Cumulative Convertible Preferred Stock.

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Selected Financial Data - Unaudited


	As of and for the Three Months Ended
(Dollars in thousands, except for share data)	3/31/2025			12/31/2024			3/31/2024
Income Statement Data:
Net interest income	$	10,999		$	10,653		$	8,742
Provision for credit losses	4,400			4,546			4,058
Noninterest income	8,751			22,276			14,268
Noninterest expense	15,813			15,335			17,773
Income tax expense (benefit)	(128)			3,272			296
Net income (loss) from continuing operations	(335)			9,776			883
Net loss from discontinued operations	—			—			(59)
Net income (loss)	(335)			9,776			824
Preferred stock dividends	385			385			385
Net income available to (loss attributable to) common shareholders	$	(720)		$	9,391		$	439
Balance Sheet Data:
Average loans HFI	$	1,087,015		$	1,077,504		$	939,678
Average loans HFI at amortized cost	1,027,648			1,003,867			855,040
Average total assets	1,287,618			1,273,296			1,126,315
Average common shareholders’ equity	96,053			87,961			85,385
Total loans HFI	1,084,817			1,066,559			934,868

Total loans HFI, excluding government guaranteed loan balances	943,979			917,075			776,302
Allowance for credit losses	16,513			15,512			13,906
Total assets	1,291,957			1,288,297			1,144,194
Total deposits	1,128,267			1,143,229			1,007,315
Common shareholders’ equity	94,034			94,869			84,578
Per Share Data:
Basic earnings (loss) per common share	$	(0.17)		$	2.27		$	0.11
Diluted earnings (loss) per common share	$	(0.17)		$	2.11		$	0.11
Dividends per common share	$	0.08		$	0.08		$	0.08
Book value per common share	$	22.77		$	22.95		$	20.45
Tangible book value per common share(1)	$	22.77		$	22.95		$	20.45
Performance Ratios:
Return on average assets(2)	(0.10)		%	3.07		%	0.29		%
Return on average common equity(2)	(3.00)		%	42.71		%	2.06		%
Net interest margin(2)	3.77		%	3.60		%	3.42		%
Dividend payout ratio	(46.01)		%	3.52		%	75.27		%
Asset Quality Data:
Net charge-offs	$	3,301		$	3,369		$	3,652
Net charge-offs/average loans HFI at amortized cost(2)	1.28		%	1.34		%	1.71		%
Nonperforming loans(3)	$	24,806		$	17,607		$	9,877

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	As of and for the Three Months Ended
(Dollars in thousands, except for share data)	3/31/2025			12/31/2024			3/31/2024
Nonperforming loans (excluding government guaranteed balance)(3)	$	15,078		$	13,570		$	7,568
Nonperforming loans/total loans HFI(3)	2.42		%	1.75		%	1.15		%
Nonperforming loans (excluding gov’t guaranteed balance)/total loans HFI(3)	1.47		%	1.35		%	0.88		%
ACL/Total loans HFI at amortized cost	1.61		%	1.54		%	1.62		%
Other Data:
Full-time equivalent employees	305			299			313
Banking centers	12			12			12
(1) See section entitled "GAAP Reconciliation and Management Explanation of Non-GAAP Financial Measures" below for a reconciliation to most comparable GAAP equivalent.
(2) Annualized
(3) Excludes loans measured at fair value

Reconciliation and Management Explanation of Non-GAAP Financial Measures

Some of the financial measures included in this report are not measures of financial condition or performance recognized by GAAP. These non-GAAP financial measures include tangible common shareholders' equity and tangible book value per common share. The management team uses these non-GAAP financial measures in its analysis of its performance, and they believe that providing this information to financial analysts and investors allows them to evaluate capital adequacy.

The following presents the calculation of the non-GAAP financial measures:


Tangible Common Shareholders' Equity and Tangible Book Value Per Common Share (Unaudited)
	As of
(Dollars in thousands, except for share data)	March 31, 2025		December 31, 2024		March 31, 2024
Total shareholders’ equity	$	110,085	$	110,920	$	100,629
Less: Preferred stock liquidation preference	(16,051)		(16,051)		(16,051)
Total equity available to common shareholders	94,034		94,869		84,578
Less: Goodwill	—		—		—
Tangible common shareholders' equity	$	94,034	$	94,869	$	84,578

Common shares outstanding	4,129,027		4,132,986		4,134,914
Tangible book value per common share	$	22.77	$	22.95	$	20.45

Results of Operations

BayFirst’s operating results depend on its net interest income, which is the difference between interest income on interest-earning assets and interest expense on interest-bearing liabilities, consisting primarily of deposits. Net interest income is determined by the difference between yields earned on interest-earning assets and rates paid on interest-bearing liabilities (“interest rate spread”) and the relative amounts of interest-earning assets and interest-bearing liabilities. The interest rate spread is affected by regulatory, economic, and competitive factors which influence interest rates, loan demand, and deposit flows. In addition, the Company’s operating results can be affected by the level of nonperforming assets, as well as the level of the noninterest income and the noninterest expenses, such as salaries and employee benefits, occupancy and equipment costs, and loan origination expenses as well as income taxes.

The Company is dependent on noninterest income, which is derived primarily from net gain on the sales of the guaranteed portion of government guaranteed loans, as well as fair value adjustments for certain loans which management has elected the fair value option. While the Company retains some of its government guaranteed loans on the balance sheet, the

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Company may sell both the guaranteed balance of its government guaranteed loans, as well as a percentage of the unguaranteed portions of such loans.

In the second quarter of 2022, the Bank discontinued its primary consumer direct residential mortgage business line. In the third quarter of 2022, management decided to discontinue the nationwide residential lending business. As a result of the discontinuance, the nationwide residential mortgage line of business was reclassified as a discontinued operation and reported in the financial statements as such.

Net Income

The Company had net loss for the three months ended March 31, 2025 of $0.3 million, or $0.17 per diluted common share, compared to net income for the three months ended March 31, 2024 of $0.8 million, or $0.11 per diluted common share. The change from the first quarter of 2024 was due to a decrease in gain on sale of government guaranteed loans of $0.8 million, a decrease in government guaranteed loan fair value gains of $4.1 million, and a decrease in government guaranteed loan packaging fees of $0.7 million. This was partially offset by an increase in net interest income of $2.3 million and a decrease in noninterest expense of $2.0 million.

Net Interest Income

Net interest income from continuing operations was $11.0 million for the three months ended March 31, 2025, an increase from $8.7 million during the three months ended March 31, 2024. The increase was mainly due to a decrease in interest cost on deposits of $1.2 million, partially offset by a decrease in loan interest income, including fees, of $1.0 million.

Net interest margin was 3.77% for the first quarter of 2025, which represented an increase from 3.42% for the first quarter of 2024.

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Average Balance Sheet and Analysis of Net Interest Income

The following table sets forth, for the periods indicated, information regarding: (i) the total dollar amount of interest and dividend income of BayFirst from interest-earning assets and the resultant average yields; (ii) the total dollar amount of interest expense on interest-bearing liabilities and the resultant average cost; (iii) net interest income; (iv) interest rate spread; (v) net interest margin; and (vi) ratio of average interest-earning assets to average interest-bearing liabilities. Loans in nonaccrual status, for the purposes of the following computations, are included in the average loan balances. FRB,

FHLB, and FNBB restricted equity holdings are included in other interest-earning assets. The Company did not have a significant amount of tax-exempt assets.


	Three Months Ended March 31,
	2025							2024
(Dollars in thousands)	Average Balance			Interest		Yield		Average Balance			Interest		Yield
Interest-earning assets:
Investment securities	$	38,344		$	368	3.89	%	$	42,897		$	432	4.05	%
Loans(1)	1,087,015			19,751		7.37		939,678			18,228		7.80

Other	58,111			566		3.95		44,953			527		4.72
Total interest-earning assets	1,183,470			20,685		7.09		1,027,528			19,187		7.51
Noninterest-earning assets	104,148							98,787
Total assets	$	1,287,618						$	1,126,315
Interest-bearing liabilities:
NOW, MMDA and savings	$	719,600		$	6,097	3.44		$	632,934		$	6,659	4.23
Time deposits	304,790			3,334		4.44		266,698			3,556		5.36

Other borrowings	21,364			255		4.84		20,292			230		4.56
Total interest-bearing liabilities	1,045,754			9,686		3.76		919,924			10,445		4.57
Demand deposits	103,875							92,273
Noninterest-bearing liabilities	25,885							12,682
Shareholders’ equity	112,104							101,436
Total liabilities and shareholders’ equity	$	1,287,618						$	1,126,315
Net interest income				$	10,999						$	8,742
Interest rate spread						3.33							2.94
Net interest margin (2)						3.77							3.42
Ratio of average interest-earning assets to average interest-bearing liabilities	113.17		%					111.70		%

(1) Includes nonaccrual loans.
(2) Net interest margin represents net interest income divided by average total interest-earning assets.

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Rate/Volume Analysis

The table below presents the effects of volume and rate changes on interest income and expense for the periods indicated. Changes in volume are changes in the average balance multiplied by the previous period’s average rate. Changes in rate are changes in the average rate multiplied by the average balance from the previous period. The net changes attributable to the combined impact of both rate and volume have been allocated proportionately to the changes due to volume and the changes due to rate. Loans in nonaccrual status, for the purpose of the following computations, are included in the average loan balances. FRB, FHLB, and FNBB restricted equity holdings are included in other interest-earning assets. The Company did not have a significant amount of tax-exempt assets.


(Dollars in thousands)	Rate		Volume		Total
Three Months Ended March 31, 2025 vs. March 31, 2024:
Interest-earning assets:
Investment securities	$	(17)	$	(47)	$	(64)
Loans	(1,084)		2,607		1,523

Other interest-earning assets	(96)		134		38
Total interest-earning assets	(1,197)		2,694		1,497
Interest-bearing liabilities:
NOW, MMDA and savings	(1,371)		809		(562)
Time deposits	(673)		451		(222)

Other borrowings	13		12		25
Total interest-bearing liabilities	(2,031)		1,272		(759)
Net change in net interest income	$	834	$	1,422	$	2,256

Provision for Credit Losses

The provision for credit losses is charged to operations to adjust the total allowance to a level deemed appropriate by management and is based upon the volume and type of lending the Bank conducts, industry standards, the amount of nonperforming loans, general economic conditions, particularly as they relate to its market area, economic forecasts, and other factors that may affect the ability to collect on the loans in its portfolio.

The Company recorded a provision for credit losses on loans for the three months ended March 31, 2025 of $4.4 million primarily due to net loan growth and higher than expected charge-offs resulting in higher provision expense based on ACL model output. This compared to a provision of $4.1 million for the three months ended March 31, 2024. During the three months ended March 31, 2025, $3.3 million of net charge offs in loans were recorded compared to $3.7 million during the three months ended March 31, 2024.

Noninterest Income

The following table presents noninterest income from continuing operations for the three months ended March 31, 2025 and March 31, 2024.


	For the Three Months Ended March 31,
(Dollars in thousands)	2025		2024
Noninterest income:

Loan servicing income, net	$	736	$	795
Gain on sale of government guaranteed loans, net	7,327		8,089
Service charges and fees	449		444
Government guaranteed loans fair value gain (loss), net	(755)		3,305
Government guaranteed loan packaging fees	716		1,407

Other noninterest income	278		228
Total noninterest income	$	8,751	$	14,268

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Noninterest income from continuing operations was $8.8 million during the three months ended March 31, 2025, a decrease from $14.3 million during the three months ended March 31, 2024. The decrease was the result of decreases in gain on sale of government guaranteed loans of $0.8 million, fair value gains on government guaranteed loans of $4.1 million, and government guaranteed loan packaging fees of $0.7 million.

Noninterest Expense

The following table presents noninterest expense from continuing operations for the three months ended March 31, 2025 and March 31, 2024.


	For the Three Months Ended March 31,
(Dollars in thousands)	2025		2024
Noninterest expense:
Salaries and benefits	$	7,998	$	8,005
Bonus, commissions, and incentives	71		1,571

Occupancy and equipment	1,634		1,110
Data processing	2,045		1,560
Marketing and business development	487		588
Professional services	732		1,349
Loan origination and collection	1,035		1,719
Employee recruiting and development	617		597
Regulatory assessments	339		282

Director compensation	176		118
Liability and fidelity bond insurance	143		145
ATM and interchange	109		148
Telecommunication	115		108
Other noninterest expense	312		473
Total noninterest expense	$	15,813	$	17,773

Noninterest expense from continuing operations was $15.8 million during the three months ended March 31, 2025, a decrease from $17.8 million during the three months ended March 31, 2024. The decrease in the first quarter of 2025, as compared to the first quarter of 2024, was primarily due to lower compensation expense of $1.5 million, professional fees of $0.6 million, and loan origination and collection expenses of $0.7 million. This was partially offset by higher occupancy expense of $0.5 million and data processing expense of $0.5 million.

Income Taxes

Income tax benefit from continuing operations was $128 thousand for the three months ended March 31, 2025, a decrease from income tax expense of $296 thousand for the three months ended March 31, 2024. There was no income tax expense from discontinued operations for the three months ended March 31, 2025, compared to income tax benefit of $19 thousand for the three months ended March 31, 2024.

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Financial Condition

Investment Securities

The following table presents the fair value of the Company's investment securities portfolio classified as available for sale as of March 31, 2025 and December 31, 2024.


(Dollars in thousands)	March 31, 2025		December 31, 2024
Investment securities available for sale:
Asset-backed securities	$	4,723	$	4,990
Mortgage-backed securities:
U.S. Government-sponsored enterprises	9,813		7,130
Collateralized mortgage obligations:
U.S. Government-sponsored enterprises	15,405		15,286
Corporate bonds	6,377		8,885
Total investment securities available for sale	$	36,318	$	36,291

The net unrealized loss on the investment securities AFS at March 31, 2025 and December 31, 2024, was $3.2 million and $4.0 million, respectively.

The following table presents the amortized cost of the Company's investment securities portfolio classified as held to maturity as of March 31, 2025 and December 31, 2024.


(Dollars in thousands)	March 31, 2025		December 31, 2024
Investment securities held to maturity:





Corporate bonds	$	2,500	$	2,500
Total investment securities held to maturity	$	2,500	$	2,500

There was a $12 thousand ACL on the corporate bonds HTM as of March 31, 2025 and December 31, 2024. The net unrealized loss on the investment securities HTM at March 31, 2025, was $144 thousand compared with a net unrealized loss on investment securities HTM of $154 thousand at December 31, 2024.

No investment securities were pledged as of March 31, 2025 or December 31, 2024, and there were no sales of investment securities for the three months ended March 31, 2025 or three months ended March 31, 2024.

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The investment securities available for sale presented in the following tables are reported at amortized cost and by contractual maturity as of March 31, 2025 and December 31, 2024. Actual timing may differ from contractual maturities if borrowers have the right to call or prepay obligations with or without call or prepayment penalties. Additionally, residential mortgage-backed securities and collateralized mortgage obligations receive monthly principal payments, which are not reflected below.


	March 31, 2025
	One year or less				One to five years				Five to ten years				After ten years
(Dollars in thousands)	Amortized Cost		Average Yield		Amortized Cost		Average Yield		Amortized Cost		Average Yield		Amortized Cost		Average Yield
Asset-backed securities	$	—	—	%	$	—	—	%	$	1,593	5.42	%	$	3,147	5.59	%
Mortgage-backed securities:
U.S. Government-sponsored enterprises	—		—		—		—		4,465		4.63		5,746		2.81
Collateralized mortgage obligations:
U.S. Government-sponsored enterprises	—		—		—		—		—		—		18,221		1.81
Corporate bonds	—		—		6,335		5.60		—		—		—		—
Total investment securities available for sale	$	—	—	%	$	6,335	5.60	%	$	6,058	4.84	%	$	27,114	2.46	%


	December 31, 2024
	One year or less				One to five years				Five to ten years				After ten years
(Dollars in thousands)	Amortized Cost		Average Yield		Amortized Cost		Average Yield		Amortized Cost		Average Yield		Amortized Cost		Average Yield
Asset-backed securities	$	—	—	%	$	—	—	%	$	1,804	5.10	%	$	3,225	5.72	%
Mortgage-backed securities:
U.S. Government-sponsored enterprises	—		—		—		—		4,463		4.63		3,328		1.25
Collateralized mortgage obligations:
U.S. Government-sponsored enterprises	—		—		—		—		—		—		18,627		1.82
Corporate bonds	—		—		8,832		5.58		—		—		—		—
Total investment securities available for sale	$	—	—	%	$	8,832	5.58	%	$	6,267	4.76	%	$	25,180	2.25	%

The investment securities held to maturity presented in the following tables are reported at amortized cost and by contractual maturity as of March 31, 2025 and December 31, 2024. Actual timing may differ from contractual maturities if borrowers have the right to call or prepay obligations with or without call or prepayment penalties. Additionally, residential mortgage-backed securities receive monthly principal payments, which are not reflected below.


	March 31, 2025
	One year or less				One to five years				Five to ten years				After ten years
(Dollars in thousands)	Amortized Cost		Average Yield		Amortized Cost		Average Yield		Amortized Cost		Average Yield		Amortized Cost		Average Yield





Corporate bonds	$	—	—	%	$	1,500	4.38	%	$	1,000	4.38	%	$	—	—	%
Total investment securities held to maturity	$	—	—	%	$	1,500	4.38	%	$	1,000	4.38	%	$	—	—	%

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	December 31, 2024
	One year or less				One to five years				Five to ten years				After ten years
(Dollars in thousands)	Amortized Cost		Average Yield		Amortized Cost		Average Yield		Amortized Cost		Average Yield		Amortized Cost		Average Yield





Corporate bonds	$	—	—	%	$	1,500	4.38	%	$	1,000	4.38	%	$	—	—	%
Total investment securities held to maturity	$	—	—	%	$	1,500	4.38	%	$	1,000	4.38	%	$	—	—	%

Loan Portfolio Composition

The Company offers a variety of products designed to meet the credit needs of our borrowers. Our lending activities primarily consist of government guaranteed, commercial real estate, commercial business, residential mortgage, and consumer loans. Senior management and loan officers have continued to develop new sources of loan referrals, particularly among centers of local influence and real estate professionals, and have also enjoyed repeat business from loyal customers in the markets the Bank serves. The Bank has no concentration of credit in any industry that represents 10% or more of its loan portfolio. Additionally, the loan portfolio is well-diversified across major loan types with a low concentration of non owner-occupied commercial real estate loans which makes up 10% of the total portfolio. The following table sets forth the composition of its loan portfolio.


	March 31, 2025				December 31, 2024
(Dollars in thousands)	Amount		% of Total		Amount		% of Total

Loans HFI:
Government guaranteed loans HFI, at fair value	$	57,901			$	60,833
Loans HFI, at amortized cost:
Residential real estate	339,886		33.5	%	330,870		33.3	%
Commercial real estate	296,351		29.3		305,721		30.9
Construction and land	46,740		4.6		32,914		3.3
Commercial and industrial	234,384		23.2		226,522		22.9
Commercial and industrial – PPP	457		—		941		0.1
Consumer and other	93,889		9.4		93,826		9.5
Loans HFI, at amortized cost, gross	1,011,707		100.0	%	990,794		100.0	%
Discount on government guaranteed loans	(8,727)				(8,306)
Premium on loans purchased, net	3,415				3,739
Deferred loan costs, net	20,521				19,499
Allowance for credit losses	(16,513)				(15,512)
Loans HFI, at amortized cost, net	1,010,403				990,214
Total loans HFI, net	$	1,068,304			$	1,051,047

For the three months ended March 31, 2025, the Bank originated $51.1 million in loans through conventional lending channels and $106.3 million in loans through its government guaranteed lending function. In addition, the Bank sold guaranteed loan balances of $72.5 million.

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Loan Maturity/Rate Sensitivity

The following table shows the contractual maturities of our loans at March 31, 2025. Loan balances in this table include loans HFI at fair value, loans HFI at amortized cost, discount on retained balances of loans sold, premium and discount on loans purchased, and deferred loan costs, net.


(Dollars in thousands)	Due in One Year or Less		Due After One Year to Five Years		Due After Five Years to 15 Years		Due After 15 Years		Total
Real estate:
Residential	$	2,495	$	788	$	14,018	$	323,183	$	340,484
Commercial	3,956		4,899		50,008		260,977		319,840
Construction and land	2,444		3,548		9,036		31,712		46,740
Commercial and industrial	9,475		39,348		222,389		9,042		280,254
Commercial and industrial - PPP	457		—		—		—		457
Consumer and other	2,981		23,613		24,593		45,855		97,042
Total loans HFI	$	21,808	$	72,196	$	320,044	$	670,769	$	1,084,817

The following table shows the loans with contractual maturities of greater than one year that have fixed or adjustable interest rates at March 31, 2025.


(Dollars in thousands)	Fixed Interest Rate		Adjustable Interest Rate
Real estate:
Residential	$	76,776	$	261,213
Commercial	4,661		311,223
Construction and land	212		44,084
Commercial and industrial	15,844		254,935

Consumer and other	84,056		10,005
Total loans HFI	$	181,549	$	881,460

Credit Risk

The Bank’s primary business is making commercial, consumer, and real estate loans. This activity inevitably has risks for potential credit losses, the magnitude of which depends on a variety of economic factors affecting borrowers, which are beyond its control. The Bank has developed policies and procedures for evaluating the overall quality of its credit portfolio and the timely identification of potential problem loans. Management’s judgment as to the adequacy of the allowance is based upon a number of assumptions about the economic environment that it believes impacts credit quality as of the balance sheet date that it believes to be reasonable, but which may or may not prove accurate. Thus, there can be no assurance that charge-offs in future periods will not exceed the ACL, or that additional increases in the ACL will not be required.

Allowance for Credit Losses. The Bank must maintain an adequate ACL based on a comprehensive methodology that assesses the probable losses inherent in its loan portfolio. The Bank maintains an ACL based on a number of quantitative and qualitative factors, including levels and trends of past due and nonaccrual loans, asset classifications, change in volume and mix of loans, collateral value, historical loss experience, size and complexity of individual credits, and economic conditions. In addition to this, the Company uses reasonable and supportable forecasts that are developed with internal and external data. These are updated quarterly by management and utilize data from the FOMC’s median forecasts of change in national GDP and of national unemployment. Provisions for credit losses are provided on both a specific and general basis. Specific allowances are provided for individual loans that do not share similar risk characteristics with instruments evaluated using a collective (pooled) basis. General valuation allowances are determined by loan pools with a further evaluation of various quantitative and qualitative factors noted above.

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The Bank periodically reviews the assumptions and formulates methodologies by which changes are made to the specific and general valuation ACL in an effort to refine such allowances in light of the current status of the factors described above.

All nonaccrual loans and modifications to loans for borrowers experiencing financial difficulty are reviewed to determine if the loans share the same risk characteristics as the pooled loans. If the loan does not share the same risk characteristics, the loan is evaluated individually for credit losses. Specific allocation of reserves for individually evaluated loans considers the value of the collateral, the financial condition of the borrower, and industry and current economic trends. The Bank reviews the collateral value, cash flow, and other support on each individually evaluated credit. Any deficiency outlined by a real estate collateral evaluation analysis, or cash flow shortfall, is accounted for through a specific allocation for the loan.

Nonperforming Assets. At March 31, 2025, the Company had $16.6 million in nonperforming assets, excluding government guaranteed loan balances. The ACL represented 1.61% of total loans HFI at amortized cost. At March 31, 2024, the Company had $8.7 million in nonperforming assets, excluding government guaranteed loan balances. The ACL represented 1.62% of total loans HFI at amortized cost. The increase in nonperforming assets was partially the result of a nonaccrual loan for $2.7 million that is fully secured and there was no ACL allocated. Total loans HFI at March 31, 2025 and March 31, 2024 included government guaranteed loans and loans measured at fair value, which had no reserves allocated to them. ACL as a percentage of loans HFI at amortized cost, not including government guaranteed loan balances, was 1.84% at March 31, 2025, compared to 1.88% at March 31, 2024.

The following table sets forth certain information on nonaccrual loans, loans 90 days or more past due, and foreclosed assets, the ratio of such loans and foreclosed assets to total assets as of the dates indicated, and certain other related information.


(Dollars in thousands)	March 31, 2025			March 31, 2024			December 31, 2024
Nonperforming loans (government guaranteed balances), at amortized cost, gross	$	9,728		$	2,309		$	4,037
Nonperforming loans (unguaranteed balances), at amortized cost, gross	15,078			7,568			13,570
Total nonperforming loans, at amortized cost, gross	24,806			9,877			17,607
Nonperforming loans (government guaranteed balances), at fair value	507			94			—
Nonperforming loans (unguaranteed balances), at fair value	1,419			729			1,490
Total nonperforming loans, at fair value	1,926			823			1,490
OREO	132			404			132
Repossessed assets	36			—			36
Total nonperforming assets, gross	$	26,900		$	11,104		$	19,265
Nonperforming loans as a percentage of total loans HFI(1)	2.42		%	1.15		%	1.75		%
Nonperforming loans (excluding government guaranteed balances) to total loans HFI(1)	1.47		%	0.88		%	1.35		%
Nonperforming assets as a percentage of total assets	2.08		%	0.97		%	1.50		%
Nonperforming assets (excluding government guaranteed balances) to total assets	1.22		%	0.70		%	1.06		%
ACL to nonperforming loans(1)	66.57		%	140.79		%	88.10		%
ACL to nonperforming loans (excluding government guaranteed balances)(1)	109.52		%	183.75		%	114.31		%

(1) Excludes loans measured at fair value

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The following table sets forth information with respect to activity in the ACL for loans for the periods shown:


(Dollars in thousands)	At and for the Three Months Ended March 31,
	2025			2024
Allowance at beginning of period	$	15,512		$	13,497

Charge-offs:
Residential real estate	(7)			—
Commercial real estate	(130)			—
Commercial and industrial	(2,966)			(2,924)
Commercial and industrial - PPP	—			—
Consumer and other	(493)			(978)
Total charge-offs	(3,596)			(3,902)
Recoveries:
Residential real estate	20			—
Commercial real estate	—			2
Commercial and industrial	193			130
Consumer and other	82			118
Total recoveries	295			250
Net charge-offs	(3,301)			(3,652)
Provision for credit losses on loans	4,302			4,061
Allowance at end of period	$	16,513		$	13,906
Net charge-offs to average loans HFI at amortized cost	1.28		%	1.71		%
Allowance as a percent of total loans HFI at amortized cost	1.61		%	1.62		%
Allowance as a percent of loans HFI at amortized cost, not including government guaranteed loans	1.84		%	1.88		%
Allowance as a percent of nonperforming loans at amortized cost, gross	66.57		%	140.79		%
Total loans HFI	$	1,084,817		$	934,868
Average loans HFI at amortized cost	$	1,027,648		$	855,040
Nonperforming loans (including government guaranteed balances) at amortized cost, gross	$	24,806		$	9,877
Nonperforming loans (excluding government guaranteed balances) at amortized cost, gross	$	15,078		$	7,568
Guaranteed balance of government guaranteed loans	$	140,838		$	158,566

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The following table details net charge-offs to average loans outstanding by loan category for the three months ended March 31, 2025 and March 31, 2024.


	Three Months Ended March 31, 2025						Three Months Ended March 31, 2024
(Dollars in thousands)	Net (Charge-off) Recovery		Average Loans HFI at amortized cost		Net (Charge-off) Recovery Ratio		Net (Charge-off) Recovery		Average Loans HFI at amortized cost		Net (Charge-off) Recovery Ratio
Residential real estate	$	13	$	325,911	0.02	%	$	—	$	261,289	—	%
Commercial real estate	(130)		361,012		(0.14)		2		337,651		—
Commercial and industrial	(2,773)		245,893		(4.51)		(2,794)		198,453		(5.63)
Commercial and industrial - PPP	—		633		—		—		3,080		—
Consumer and other	(411)		94,199		(1.75)		(860)		54,567		(6.30)
Total loans HFI at amortized cost	$	(3,301)	$	1,027,648	(1.28)	%	$	(3,652)	$	855,040	(1.71)	%

SBA and Other Government Guaranteed Loans

The following table sets forth, for the periods indicated, information regarding the SBA and other government guaranteed lending activity, excluding PPP loans.


(Dollars in thousands)	At and for the Three Months Ended March 31,
Government Guaranteed, Excluding PPP	2025		2024
Number of loans originated	525		809
Amount of loans originated	$	106,323	$	130,556
Average loan size originated	$	203	$	161
Government guaranteed loan balances sold	$	72,523	$	127,766

Total government guaranteed loan balances:
Guaranteed portion of government guaranteed loan balances	$	140,381	$	155,601
Unguaranteed portion of government guaranteed loan balances	$	281,814	$	219,830
Total government guaranteed loans	$	422,195	$	375,431
Government guaranteed loans serviced for others	$	1,065,754	$	950,793

The Bank makes government guaranteed loans throughout the United States. The following table sets forth, at the dates indicated, information regarding the geographic disbursement of its government guaranteed loan portfolio. The “All Other” category includes states with less than 5% in any period presented.


	March 31,
	2025				2024
(Dollars in thousands)	Amount		% of Total		Amount		% of Total
Florida	$	144,636	34	%	$	111,634	30	%
California	46,918		11		49,204		13
Tennessee	27,067		6		30,914		8
Texas	29,468		7		23,298		6
All Other	174,106		42		160,381		43
Total government guaranteed loans, excluding PPP loans	$	422,195	100	%	$	375,431	100	%

Deposits

General. In addition to deposits, sources of funds available for lending and for other purposes include loan repayments and proceeds from the sales of loans. Loan repayments are a relatively stable source of funds, while deposit inflows and

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outflows are influenced significantly by general interest rates and market conditions. Borrowings, as well as available lines of credit, may be used on a short-term basis to compensate for reductions in other sources, such as deposits at less than projected levels.

Deposits. Deposits are sourced principally from within its primary service area of Pinellas, Hillsborough, Manatee, Pasco, and Sarasota Counties, Florida. The Bank offers a wide selection of deposit instruments including demand deposit accounts, NOW accounts, money market accounts, regular savings accounts, time deposit accounts, and retirement savings plans (such as IRA accounts).

Time deposit rates are set to encourage longer maturities as cost and market conditions will allow. Deposit account terms vary, with the primary differences being the minimum balance required, the time period the funds must remain on deposit, and the interest rate.

The Bank emphasizes commercial banking relationships in an effort to increase demand deposits as a percentage of total deposits. Deposit interest rates are set by management at least monthly or more often if conditions require it, based on a review of loan demand, projected cash flows and a survey of rates among competitors.

Brokered deposits. At times, the Bank has brokered time deposit and non-maturity deposit relationships available to diversify its funding sources. Brokered deposits offer several benefits relative to other funding sources, such as: maturity structures which cannot be duplicated in the current retail market, deposit gathering outside the market of the existing deposit base, the unsecured nature of these liabilities, and the ability to quickly generate funds. The Bank’s internal policy limits the use of brokered deposits as a funding source to no more than 20% of total assets. The Company's ability to accept or renew brokered deposits is contingent upon the Bank maintaining a capital level of "well capitalized." At March 31, 2025 and December 31, 2024, the Company had $112.3 million and $112.1 million, respectively, of brokered deposits.

The amount of each of the following categories of deposits, at the dates indicated, are as follows:


(Dollars in thousands)	March 31, 2025				December 31, 2024
Noninterest-bearing deposit accounts	$	106,236	9.4	%	$	101,743	8.9	%
Interest-bearing transaction accounts	261,074		23.1		256,793		22.5
Money market accounts	446,738		39.6		455,519		39.8
Savings accounts	21,028		1.9		18,906		1.7
Subtotal	835,076		74.0		832,961		72.9
Total time deposits	293,191		26.0		310,268		27.1
Total deposits	$	1,128,267	100.0	%	$	1,143,229	100.0	%

At March 31, 2025, the Company held approximately $210.2 million of deposits that exceeded the FDIC insurance limit which was 19% of total deposits.

The following table provides information on the maturity distribution of the time deposits exceeding the FDIC insurance limit of $250 thousand as of March 31, 2025.


(Dollars in thousands)
Three months or less	$	41,635
Over three months through six months	79,091
Over six months through 12 months	59,542
Over 12 months	13,418
Total time deposits over $250	$	193,686

Deposits decreased $15.0 million or 1.31% for the three months ended March 31, 2025, with decreases in savings and money market deposit account balances and time deposit balances, partially offset by increases in noninterest-bearing deposit account balances and interest-bearing transaction account balances.

Other Borrowings

At March 31, 2025, the Company had $20,000 of borrowings at 4.57% from the FHLB and no borrowings from the FRB. There were no borrowings from the FHLB or FRB at December 31, 2024.

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The Bank is a member of the FHLB of Atlanta, which provides short- and long-term funding collateralized by mortgage-related assets to its members. FHLB short-term borrowings bear interest at variable rates set by the FHLB. Any advances that the Bank were to obtain would be secured by a blanket lien on $350.4 million of real estate-related loans as of March 31, 2025. Based on this collateral and the Bank's holdings of FHLB stock, the Bank was eligible to borrow up to $163.8 million from the FHLB at March 31, 2025.

In addition, the Bank has a line of credit with the Federal Reserve Bank of Atlanta which was secured by $68.0 million of commercial loans as of March 31, 2025. FRB short-term borrowings bear interest at variable rates based on the FOMC's target range for the federal funds rate. Based on this collateral, the Bank was eligible to borrow up to $48.3 million from the FRB at March 31, 2025.

The Company has $6.0 million of Subordinated Debentures (the “Debentures”) that mature June 30, 2031 and are redeemable after 5 years which is June 30, 2026. The Debentures carry interest at a fixed rate of 4.50% per annum for the initial 5 years of term and carry interest at a floating rate for the final 5 years of term after June 30, 2026. Under the debt agreements, the floating rates are based on a SOFR benchmark plus 3.78% per annum. The balance of Subordinated Debentures outstanding at the Company, net of offering costs, amounted to $6.0 million and $6.0 million at March 31, 2025 and December 31, 2024, respectively.

The Company has a term note with quarterly principal and interest payments with interest at Prime (7.50% at March 31, 2025). The note matures on March 10, 2029 and the balance of the note was $1.8 million and $1.9 million at March 31, 2025 and December 31, 2024, respectively. The note is secured by 100% of the stock of the Company and requires the Company to comply with certain loan covenants during the term of the note. As of March 31, 2025, the Company was in compliance with all financial debt covenants.

Capital Resources

Shareholders' equity is influenced primarily by earnings, dividends, the Company's sales and repurchases of its common and preferred stock, and changes in accumulated other comprehensive income caused primarily by fluctuations in unrealized gains or losses, net of taxes, on available for sale investment securities.

Shareholders' equity was $110.1 million at March 31, 2025 as compared to $110.9 million at December 31, 2024. The decrease was primarily due to net loss of $0.3 million, common stock dividends of $0.3 million, and preferred stock dividends of $0.4 million.

The Company strives to maintain an adequate capital base to support its activities in a safe and sound manner while at the same time maximizing shareholder value. Management assesses capital adequacy against the risk inherent in the balance sheet, recognizing that unexpected loss is the common denominator of risk and that common equity has the greatest capacity to absorb unexpected loss.

The Bank is subject to regulatory capital requirements imposed by various regulatory agencies. Failure to meet minimum capital requirements can initiate certain mandatory and discretionary actions by banking regulators that, if undertaken, could have a direct material effect on BayFirst’s and the Bank’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company must meet specific capital guidelines that involve quantitative measures of its assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by regulators about components, risk weightings, and other factors.

At March 31, 2025 and December 31, 2024, the Bank's capital ratios were in excess of the requirement to be "well capitalized" under the regulatory guidelines.

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As of the dates indicated, the Bank met all capital adequacy requirements to which it is subject. The Bank’s actual capital amounts and percentages were as shown in the table below:


	Actual				Minimum(1)				Well Capitalized(2)
(Dollars in thousands)	Amount		Percent		Amount		Percent		Amount		Percent
As of March 31, 2025
Total Capital (to risk-weighted assets)	$	122,454	11.73	%	$	83,529	8.00	%	$	104,411	10.00	%
Tier 1 Capital (to risk-weighted assets)	109,360		10.47		62,647		6.00		83,529		8.00
Common Equity Tier 1 Capital (to risk-weighted assets)	109,360		10.47		46,985		4.50		67,867		6.50
Tier 1 Capital (to total assets)	109,360		8.56		51,104		4.00		63,880		5.00
As of December 31, 2024
Total Capital (to risk-weighted assets)	124,420		12.14		81,985		8.00		102,482		10.00
Tier 1 Capital (to risk-weighted assets)	111,586		10.89		61,489		6.00		81,985		8.00
Common Equity Tier 1 Capital (to risk-weighted assets)	111,586		10.89		46,117		4.50		66,613		6.50
Tier 1 Capital (to total assets)	111,586		8.82		50,579		4.00		63,224		5.00

(1) Minimum to be considered “adequately capitalized” under Basel III Capital Adequacy.

(2) Minimum to be considered “well capitalized” under Prompt Corrective Actions Provisions.

Off-Balance Sheet Arrangements

The Bank is a party to financial instruments with off-balance sheet risk in the normal course of business. These financial instruments primarily include unfunded loan commitments, unfunded lines of credit, and standby letters of credit. The Bank uses these financial instruments to meet the financing needs of its customers. These financial instruments involve, to varying degrees, elements of credit, interest rate, and liquidity risk. These do not present unusual risks and management does not anticipate any accounting losses that would have a material effect on the Bank.

A summary of the amounts of the Bank’s financial instruments, with off-balance sheet risk as of the dates indicated, was as follows:


(Dollars in thousands)	March 31, 2025		December 31, 2024
Unfunded loan commitments	$	17,624	$	21,174
Unused lines of credit	220,147		199,411
Standby letters of credit	259		276
Total	$	238,030	$	220,861

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since some of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Management evaluates each customer’s credit worthiness on a case-by-case basis. The amount of collateral obtained if deemed necessary by the Bank upon extension of credit is based on management’s credit evaluation of the customer.

Standby letters-of-credit are conditional lending commitments that the Bank issues to guarantee the performance of a customer to a third party and to support private borrowing arrangements. Essentially, letters of credit have expiration dates within one year of the issue date. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending credit. The Bank may hold collateral supporting those commitments.

In general, loan commitments and letters of credit are made on the same terms, including with respect to collateral, as outstanding loans. Each customer’s creditworthiness and the collateral required are evaluated on a case-by-case basis.

The Company maintains an ACL for its off-balance sheet loan commitments which is calculated by loan type using estimated line utilization rates based on historical usage. Loss rates for outstanding loans is applied to the estimated

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utilization rates to calculate the ACL for off-balance sheet loan commitments. At March 31, 2025 and December 31, 2024, ACL for off-balance sheet loan commitments totaled $614 thousand and $516 thousand, respectively.

Contractual Obligations

In the ordinary course of its operations, the Company enters into certain contractual obligations. Total contractual obligations at March 31, 2025 were $343.9 million, an increase from $341.7 million at December 31, 2024. The increase was primarily due to an increase in short-term borrowings of $20.0 million, partially offset by a decrease in time deposits of $17.1 million.

The following tables present our contractual obligations as of March 31, 2025 and December 31, 2024.


	Contractual Obligations as of March 31, 2025
(Dollars in thousands)	Less than One Year		One to Three Years		Three to Five Years		Over Five Years		Total
Operating lease obligations	$	1,993	$	3,668	$	2,666	$	14,620	$	22,947
Short-term borrowings	20,000		—		—		—		20,000
Long-term borrowings	456		912		452		—		1,820
Subordinated notes	—		—		—		5,957		5,957
Time deposits	263,386		27,971		1,834		—		293,191
Total	$	285,835	$	32,551	$	4,952	$	20,577	$	343,915

	Contractual Obligations as of December 31, 2024
(Dollars in thousands)	Less than One Year		One to Three Years		Three to Five Years		Over Five Years		Total
Operating lease obligations	$	2,032	$	3,870	$	2,653	$	14,960	$	23,515

Long-term borrowings	456		912		566		—		1,934
Subordinated notes	—		—		—		5,956		5,956
Time deposits	279,253		28,803		2,212		—		310,268
Total	$	281,741	$	33,585	$	5,431	$	20,916	$	341,673

Liquidity

Liquidity management is the process by which the Bank manages the flow of funds necessary to meet its financial commitments on a timely basis and at a reasonable cost to take advantage of earnings enhancement opportunities. These financial commitments include withdrawals by depositors, credit commitments to borrowers, expenses of the operations, and capital expenditures. The Bank generally maintains a minimum liquidity ratio of liquid assets to total assets of at least 7.0%. Liquid assets include cash and due from banks, federal funds sold, interest-bearing deposits with banks and unencumbered investment securities available for sale. The on-balance sheet liquidity ratio at March 31, 2025 was 8.04%, as compared to 9.17% at December 31, 2024.

For the three months ended 2025, the Bank paid dividends of $1.30 million to BayFirst in order to meet liquidity needs to make interest payments on its debt obligations, dividends on shares of its preferred stock and common stock, and payment of operating expenses. As of March 31, 2025, BayFirst Financial Corp. held $310 thousand in cash and cash equivalents.

The Company expects that all the liquidity needs, including the contractual commitments can be met by currently available liquid assets and cash flows. In the event any unforeseen demand or commitments were to occur, the Company could access the borrowing capacity with the FHLB or FRB, or lines of credit with other financial institutions. The Company does not rely on investment securities as the main source of liquidity and does not foresee the need to sell investment securities for cash flow purposes. In addition, the Company has the ability to obtain wholesale deposits as another source of liquidity. The Company expects that the currently available liquid assets and the ability to borrow from the FHLB, FRB, and other financial institutions would be sufficient to satisfy the liquidity needs without any material adverse effect on the Company’s liquidity.

A description of BayFirst’s and the Bank’s debt obligations is set forth above under the heading “Other Borrowings.”

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market Risk and Interest Rate Sensitivity

Market risk is the risk of loss from adverse changes in market prices and rates. Market risk arises primarily from interest-rate risk inherent in lending and deposit taking activities. To that end, the Company actively monitors and manages its interest-rate risk exposure. The measurement of market risk associated with financial instruments is meaningful only when all related and offsetting on- and off-balance sheet transactions are aggregated, and the resulting net positions are identified. Disclosures about the fair value of financial instruments, which reflect changes in market prices and rates, should also be considered.

The objective in managing interest-rate risk is to minimize the adverse impact of changes in interest rates on net interest income and capital, while adjusting the asset-liability structure to obtain the maximum yield-cost spread on that structure. The Company relies primarily on its asset-liability structure to control interest rate risk. A sudden or substantial change in interest rates may impact its earnings, to the extent that the interest rates borne by assets and liabilities do not change at the same rate, to the same extent, or on the same basis.

The Company established a comprehensive interest rate risk management policy which is administered by management. The policy establishes risk limits, which are quantitative measures of the percentage change in net interest income (net interest income at risk) and the fair value of equity capital (economic value of equity at risk) resulting from a hypothetical change in interest rates for maturities from one day to 30 years. Management measures the potential adverse impacts that changing interest rates may have on its short-term earnings, long-term value, and liquidity with computer-generated simulation analysis. The simulation model is designed to capture call features and interest rate caps and floors embedded in investment and loan contracts. As with any method of analyzing interest rate risk, there are certain shortcomings inherent in the interest rate modeling methodology used. When interest rates change, actual movements in different categories of interest-earning assets and interest-bearing liabilities, loan prepayments, and withdrawals of time and other deposits, may deviate significantly from the assumptions used in modeling. The methodology does not measure the impact that higher rates may have on borrowers’ ability to service their debts, or the impact of rate changes on demand for loan and deposit products.

To minimize the potential for adverse effects of changes in interest rates on the results of the operations, the Company monitors assets and liabilities to better match the maturities and repricing terms of the interest-earning assets and interest-bearing liabilities. To do this, the Company (i) emphasizes the origination of adjustable-rate and variable-rate loans to be HFI; (ii) maintains a stable core deposit base; and (iii) maintains a significant portion of liquid assets (cash, interest-bearing deposits with other banks, and available for sale investment securities).

Management regularly reviews its exposure to changes in interest rates. Among the factors they consider are changes in the mix of interest-earning assets and interest-bearing liabilities, interest rate spreads and repricing periods. ALCO reviews, on at least a quarterly basis, its interest rate risk position.

The interest rate risk position is measured and monitored at the Bank using net interest income simulation models and economic value of equity sensitivity analysis that captures both short-term and long-term interest-rate risk exposure.

Modeling the sensitivity of net interest income and the economic value of equity to changes in market interest rates is highly dependent on numerous assumptions incorporated into the modeling process. The models used for these measurements rely on estimates of the potential impact that changes in interest rates may have on the value and prepayment speeds on all components of its loan and investment portfolios, as well as embedded options and cash flows of other assets and liabilities. Balance sheet growth assumptions are also included in the simulation modeling process. The analysis provides a framework as to what the overall sensitivity position is as of the most recent reported position and the impact that potential changes in interest rates may have on net interest income and the economic value of its equity.

Net interest income simulation involves forecasting net interest income under a variety of interest rate scenarios including instantaneous shocks.

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The estimated impact on the net interest income as of March 31, 2025 and December 31, 2024, assuming immediate parallel moves in interest rates, is presented in the table below.


	March 31, 2025				December 31, 2024
Change in rates	Following 12 months		Following 24 months		Following 12 months		Following 24 months
+400 basis points	5.4	%	7.7	%	11.1	%	9.9	%
+300 basis points	5.6		7.6		10.0		9.5
+200 basis points	3.1		4.6		5.9		5.7
+100 basis points	0.6		1.4		1.8		1.9
-100 basis points	(2.2)		(3.3)		(3.7)		(3.7)
-200 basis points	(4.9)		(7.3)		(7.7)		(7.8)

Management strategies may impact future reporting periods, as the actual results may differ from simulated results due to the timing, magnitude, and frequency of interest rate changes, the difference between actual experience and the characteristics assumed, as well as changes in market conditions. Market-based prepayment speeds are factored into the analysis for loan and investment securities portfolios. Rate sensitivity for transactional deposit accounts is modeled based on both historical experience and external industry studies.

The Company uses economic value of equity sensitivity analysis to understand the impact of interest rate changes on long-term cash flows, income, and capital. Economic value of equity is based on discounting the cash flows for all balance sheet instruments under different interest rate scenarios.

The table below presents the change in the economic value of equity as of March 31, 2025 and December 31, 2024, assuming immediate parallel shifts in interest rates.


Change in rates	March 31, 2025		December 31, 2024
+400 basis points	(6.9)	%	(5.3)	%
+300 basis points	(4.0)		(2.9)
+200 basis points	(3.2)		(2.5)
+100 basis points	(2.6)		(2.6)
-100 basis points	(0.3)		(0.1)
-200 basis points	(0.3)		(0.4)

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

An evaluation of the Company’s disclosure controls and procedures (as defined in Rules 13(a)-15(e) and 15(d)-15(e) of the Exchange Act), was carried out under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer as of March 31, 2025, the last day of the period covered by this Quarterly Report. The Company’s Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective as of March 31, 2025, in ensuring that the information required to be disclosed in the reports the Company files or submits under the Exchange Act is (i) accumulated and communicated to management (including the Company’s Chief Executive Officer and Chief Financial Officer) as appropriate to allow timely decisions regarding required disclosures, and (ii) recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms.

Changes in Internal Control Over Financial Reporting

There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) during the fiscal period to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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Part II

Item 1. Legal Proceedings

In the normal course of business, the Company is named or threatened to be named as a defendant in various lawsuits, none of which is expected to have a material effect on the Company. However, given the nature, scope and complexity of the extensive legal and regulatory landscape applicable to its business (including laws and regulations governing consumer protection, fair lending, fair labor, privacy, information security, anti-money laundering and anti-terrorism), the Company, like all banking organizations, is subject to heightened legal and regulatory compliance and litigation risk. There are no material pending legal proceedings, other than ordinary routine litigation incidental to the business, to which the Company is a party or to which its property is the subject.

Item 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors discussed under "Part I--Item 1A--Risk Factors" in the Company's Form 10-K for the year ended December 31, 2024. These factors could materially and adversely affect the Company's business, financial condition, liquidity, results of operations and capital position, and could cause its actual results to differ materially from its historical results or the results contemplated by the forward-looking statements contained in this report.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Unregistered Sales of Equity Securities

None.

Issuer Purchases of Equity Securities

On January 28, 2025, the Company’s Board of Directors authorized a stock repurchase program for the repurchase of up to $2,000,000 of the Company’s issued and outstanding common stock over a period beginning on January 28, 2025, and continuing until the earlier of the completion of the repurchase, or December 31, 2025, or termination of the program by the Board of Directors.

The Inflation Reduction Act of 2022 created a new nondeductible 1% excise tax on repurchases of corporate stock by certain publicly traded corporations or their specified affiliates after December 31, 2022. The tax is imposed on the fair value of the stock of a covered corporation that is repurchased in a given year, less the fair market value of any stock issued in that year. A “covered corporation” is any domestic corporation whose stock is traded on an established securities market, such as Nasdaq. The excise tax applies to all of the stock of a covered corporation regardless of whether the corporation has profits or losses. The act contains several exceptions to the excise tax, including, but not limited to, any repurchase of stock: in which the total value of the repurchased stock in a given year does not exceed $1,000,000; that is contributed to an employer sponsored retirement plan or other similar stock compensation plan; that is taxed as a dividend. The impact of the Inflation Reduction Act of 2022 on our consolidated financial statements will be dependent on the extent of stock repurchases made in future periods.

The following table sets forth information regarding the Company’s repurchase of shares of its outstanding common stock during the three months ended March 31, 2025.


Period	Number of Shares	Average Price Paid Per Share		Cumulative Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares That May Yet be Purchased Under the Plans or Programs
January 1-31, 2025	—	$	—	—	$	2,000,000
February 1-28, 2025	4,565	18.66		4,565	$	1,914,796
March 1-31, 2025	13,464	18.56		18,029	$	1,664,889
Total	18,029	$	18.59

Under applicable state law, Florida corporations are not permitted to retain treasury stock. As such, the price paid for the repurchased shares reduces the amount of common stock on the consolidated balance sheet. As of March 31, 2025, total shares repurchased for $335,111 had been redeemed since the Repurchase Program was implemented. The repurchased shares remain authorized, unissued shares.

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Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

ITEM 6. EXHIBITS

(a)Exhibits.


Exhibit Number						Exhibit Name
3.1						Amended and Restated Articles of Incorporation
3.2						Bylaws
3.3						Amendment to Bylaws, dated August 22, 2019
3.4						Amendment to Articles of Incorporation, dated September 7, 2023
4.1						Form of common stock certificate
4.2						Form of Series A Preferred Stock certificate
4.3						Form of Series B Convertible Preferred Stock certificate
4.4						Form of Series C Cumulative Convertible Preferred Stock certificate
31.1						Principal Executive Officer’s Certification required by Rule 13(a)-14(a) - filed herewith
31.2						Principal Financial Officer’s Certification required by Rule 13(a)-14(a) - filed herewith
32.1						Principal Executive Officer’s Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - filed herewith
32.2						Principal Financial Officer’s Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - filed herewith
101						Financial information from the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, formatted in iXBRL interactive data files pursuant to Rule 405 of Regulation S-T: (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Income; (iii) Consolidated Statements of Comprehensive Income; (iv) Consolidated Statements of Shareholders’ Equity; (v) Consolidated Statements of Cash Flows; and (vi) Notes to the Consolidated Financial Statements – filed herewith.
104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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SIGNATURES

Pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



BAYFIRST FINANCIAL CORP.

Date:			May 13, 2025

By:			/s/ Thomas G. Zernick
			Thomas G. Zernick
			Chief Executive Officer (Principal Executive Officer)

Date:			May 13, 2025

By:			/s/ Scott J. McKim
			Scott J. McKim
			Chief Financial Officer (Principal Financial Officer)