BayFirst Financial Launches $14.38M Rights Offering at $3.50 — 48% Below the August 27 Close

BayFirst Financial Corp. (NASDAQ: BAFN) filed its final prospectus with the SEC on September 1, 2026, pursuant to Rule 424(b)(3), launching a rights offering of up to 4,108,072 shares of common stock at $3.50 per share. If fully subscribed, gross proceeds before expenses reach $14.38 million, per the SEC Form 424(b)(3) prospectus filed September 1, 2026.

The offering price is a 48% discount to the August 27, 2026 closing price of $6.74. Shares closed at $6.60 on August 18, 2026.

The SEC issued its Notice of Effectiveness for BayFirst's Form S-1 Registration on August 31, 2026, clearing the way for the launch. The offering had been delayed due to a restatement process.

The structure is a 1-for-1 rights offering: shareholders of record as of May 12, 2026 may subscribe for one share for each share they owned on that date. Shareholders who purchased shares in BayFirst's prior private placement are excluded from participation.

Hovde Group, LLC is acting as sales agent on a best-efforts basis, earning a 2.0% commission on all shares sold. The subscription deadline is 5:00 p.m. Eastern time on September 30, 2026.

If the offering is not fully subscribed, Kenneth R. Lehman will act as backstop purchaser for any unsold shares at the $3.50 offering price, per the prospectus.

BayFirst had 4,108,072 shares of common stock outstanding as of April 28, 2026. The company anticipates 8,216,144 shares outstanding immediately after completion of the offering, per the prospectus.

This offering follows a major capital event earlier this year. On April 28, 2026, BayFirst sold $80,000,000 in convertible preferred stock at an effective $3.50 per share of common stock, per the prospectus. The rights offering price matches that conversion price.

CFO Scott McKim stated: "We are excited for the next step in the recapitalization of the Company."

BayFirst is the parent of BayFirst National Bank, which operates eleven full-service banking offices throughout the Tampa Bay-Sarasota region. As of June 30, 2026, the company reported $1.13 billion in total assets, per the prospectus.

The broader market backdrop on September 1, 2026 is under pressure. Dow futures shed 335 points (0.6%), S&P 500 futures lost 0.6%, and Nasdaq-100 futures pulled back 1.2%. Traders sharply raised the probability of a Federal Reserve rate hike at the September meeting to 65%, up from 34% before Kevin Warsh's Jackson Hole speech, per FX.co.

Subscriptions must be received by 5:00 p.m. Eastern on September 30, 2026, per the prospectus.