SCHEDULE: BayFirst Financial Corp. Stakeholder Acquires 42.4% Stake

Kenneth R. Lehman has acquired a significant 42.4% stake in BayFirst Financial Corp. through an exchange of preferred stock, with intentions to join the board and influence company strategy.

Summary

• Kenneth R. Lehman has acquired 11,500,000 shares of BayFirst Financial Corp. common stock, representing 42.4% of the outstanding shares.
• The acquisition was made through the exchange of 4,000 shares of Mandatorily Convertible Cumulative Perpetual Preferred Stock, Series E, on April 28, 2026.
• Mr. Lehman intends to join the board of directors of BayFirst Financial Corp. and its subsidiary, BayFirst National Bank.
• He plans to continuously review the company's business, financial condition, management, and prospects, and may take actions to maximize his investment.
• Mr. Lehman has sole voting and dispositive power over all acquired shares.
• Agreements in place grant Mr. Lehman the right to designate a board member and provide him with gross-up rights to maintain his proportionate ownership.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a positive development due to the significant investment and stated intention to join the board, indicating strong stakeholder confidence and potential for strategic improvement.

Positives

• Significant strategic investor, Kenneth R. Lehman, has acquired a substantial 42.4% stake, indicating strong confidence in the company's future.
• Mr. Lehman's intention to join the board suggests a commitment to actively contributing to the company's governance and strategy.
• The acquisition was funded through personal and Roth IRA funds, indicating a direct personal investment.
• Agreements provide Mr. Lehman with rights to maintain his ownership percentage and a say in board appointments, fostering alignment.

Negatives

• A single investor now holds a controlling stake (42.4%), which could lead to potential conflicts of interest or limit the influence of other shareholders.
• The filing indicates Mr. Lehman may dispose of shares, which could create downward pressure on the stock price if executed.

Risks

• Mr. Lehman may acquire additional shares or dispose of existing shares, potentially impacting stock price and market dynamics.
• Future actions by Mr. Lehman, including discussions with management or other stockholders, could lead to significant strategic shifts or governance changes.
• The company's reliance on a single large shareholder for strategic direction could pose a risk if their interests diverge from other stakeholders.

Future Outlook

Mr. Lehman intends to continuously review the company's business, financial condition, results of operations, capital structure, management, competitive position, and prospects. Depending on this review and other factors, he may acquire additional shares, dispose of shares, engage in discussions with management and other stakeholders, or take other actions to maximize his investment.

Management Comments

• Mr. Lehman believes the acquired shares represent a prudent investment.
• Mr. Lehman intends to join the board of directors of the Company and its subsidiary, BayFirst National Bank.
• Mr. Lehman reserves the right to change his plans and intentions at any time, as he deems appropriate, and to take any and all actions that he deems appropriate to maximize the value of his investment.

Industry Context

StockSavvy.ai notes that significant stake acquisitions by private investors, especially those with intentions to join the board, are common in the financial services sector, often signaling a belief in undervalued assets or a desire to influence strategic direction.

Management Changes

Stakeholder Impact

• Shareholders: Potential for increased strategic focus and value maximization, but also risk of concentrated control and potential stock price volatility from Mr. Lehman's trading activities.
• Employees: May experience changes in strategic direction and operational focus depending on Mr. Lehman's influence.
• Management: Will likely engage with Mr. Lehman regarding company strategy and operations, potentially leading to shifts in decision-making processes.

Next Steps

• Mr. Lehman intends to join the board of directors of BayFirst Financial Corp. and BayFirst National Bank.
• Mr. Lehman will continuously review the company's performance and market conditions.
• Mr. Lehman may engage in discussions with the Company's management, board of directors, other stockholders, or other parties concerning the business, operations, governance, management, strategy, or capital structure of the Company.
• Mr. Lehman may acquire additional shares or dispose of existing shares.

Key Dates

Recommendation

The acquisition by a significant investor with board intentions is a positive signal, but the potential for future share disposals and the lack of detailed financial performance data in this filing warrant a 'hold' recommendation pending further information on the company's operational and financial trajectory.

Keywords

BayFirst Financial Corp., Schedule 13D, Kenneth R. Lehman, Beneficial Ownership, Common Stock, Board of Directors, Investment Strategy, Securities Purchase Agreement