Listed

BayFirst Financial Corp.: Form 10-Q for the period ended Sep 30, 2025

Filed with the SEC on Nov 12, 2025 and accepted by EDGAR at Nov 12, 2025, 17:22 ET.

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Management's discussion and analysis

As filed, 70,796 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.

The following discussion is an analysis of the results of operations for the three and nine months ended September 30, 2025 and September 30, 2024 and financial condition as of September 30, 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; enforcement actions initiated by our regulators and their impact on our operations; the impact of data breaches or other cybersecurity incidents; 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 condensed 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 and service fee income. 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.

In the third quarter of 2025, the Company signed a definitive agreement to sell a portion of its SBA 7(a) loan portfolio which is expected to close in the fourth quarter. In conjunction with the agreement, BayFirst exited the SBA 7(a) lending business as a result of the comprehensive strategic review aimed at reducing expenses and derisking the Bank's balance sheet. Banesco USA will also purchase for book value the servicing rights associated with the purchased loans and will conduct servicing for all SBA loans that BayFirst will continue to own.

Application of Critical Accounting Policies and Estimates

The preparation of condensed 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 condensed consolidated financial statements, are an integral part of the Company’s condensed 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 September 30, 2025, the most critical of these significant accounting policies in understanding the estimates and assumptions involved in preparing the condensed consolidated financial statements were the policies 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

Exit from SBA 7(a) Business. BayFirst signed a definitive agreement to sell a portion of the SBA 7(a) loan portfolio to Banesco USA. In conjunction with this agreement, BayFirst will exit the SBA 7(a) lending business, and the majority of the SBA lending staff and support teams will be offered positions with Banesco USA. The transaction is expected to close in the fourth quarter of this year. Banesco USA will also purchase for book value the servicing rights associated with the purchased loans and will conduct servicing for all SBA loans that BayFirst will continue to own.

Share Repurchase Program. During the first quarter of 2025, the Company announced that its Board of Directors has adopted a share repurchase program. On October 28, 2025, the Company’s Board of Directors terminated the stock repurchase program effective immediately.

Regulatory. The Bank has also agreed with its regulators to take certain actions designed to improve the Bank’s underwriting and credit administration, strategic planning, and capital preservation. In connection with that, the regulators are also requiring the Bank to achieve and maintain specific capital ratios.

Selected Financial Data - Unaudited

(Dollars in thousands, except for share data)

Income Statement Data: As of and for the Three Months Ended 9/30/2025 6/30/2025 9/30/2024 As of and for the Nine Months Ended 9/30/2025 9/30/2024
Net interest income $11,280 $12,348 $9,449 $34,627 $27,373
Provision for credit losses 10,915 7,264 3,122 22,579 10,180
Noninterest income (1,046) 10,795 12,272 18,500 38,193
Noninterest expense 25,215 17,528 17,064 58,556 51,447
Income tax expense (benefit) (6,994) (412) 398 (7,534) 1,043
Net income (loss) from continuing operations (18,902) (1,237) 1,137 (20,474) 2,896
Net loss from discontinued operations — — — — (69)
Net income (loss) (18,902) (1,237) 1,137 (20,474) 2,827
Preferred stock dividends 385 386 385 1,156 1,156
Net income available to (loss attributable to) common shareholders $(19,287) $(1,623) $752 $(21,630) $1,671
Balance Sheet Data:

42

(Dollars in thousands, except for share data)

As of and for the Three Months Ended 9/30/2025 6/30/2025 9/30/2024 As of and for the Nine Months Ended 9/30/2025 9/30/2024
Average loans HFI $1,134,911 $1,121,862 $1,034,819 $1,114,764 $986,469
Average loans HFI at amortized cost 1,060,520 1,047,568 948,528 1,044,830 901,004
Average total assets 1,345,553 1,324,455 1,228,040 1,319,415 1,177,785
Average common shareholders’ equity 92,734 95,049 86,381 94,594 85,574
Government guaranteed loans HFS 94,052 — 595 94,052 595
Total loans HFI 998,683 1,125,799 1,042,445 998,683 1,042,445
Total loans HFI, excluding government guaranteed loan balances 923,390 972,942 885,444 923,390 885,444
Allowance for credit losses on loans 24,485 17,041 14,186 24,485 14,186
Total assets 1,345,978 1,343,867 1,245,099 1,345,978 1,245,099
Total deposits 1,171,457 1,163,796 1,112,196 1,171,457 985,138
Common shareholders’ equity 73,677 92,172 86,242 73,677 86,242
Per Share Data:
Basic earnings (loss) per common share $(4.66) $(0.39) $0.18 $(5.23) $0.40
Diluted earnings (loss) per common share $(4.66) $(0.39) $0.18 $(5.23) $0.40
Dividends per common share $— $0.08 $0.08 $0.16 $0.24
Book value per common share $17.90 $22.30 $20.86 $17.90 $20.86
Tangible book value per common share(1) $17.90 $22.30 $20.86 $17.90 $20.86
Performance Ratios:
Return on average assets(2) (5.62)% (0.37)% 0.37% (2.07)% 0.32%
Return on average common equity(2) (83.19)% (6.83)% 3.48% (30.49)% 2.60%
Net interest margin(2) 3.61% 4.06% 3.34% 3.81% 3.39%
Asset Quality Data:
Net charge-offs $3,294 $6,799 $2,757 $13,394 $9,670
Net charge-offs/average loans HFI at amortized cost(2) 1.24% 2.60% 1.16% 1.71% 1.43%
Nonperforming loans(3) $24,687 $21,665 $15,489 $24,687 $15,489
Nonperforming loans (excluding government guaranteed balance)(3) $15,822 $14,187 $10,992 $15,822 $10,992
Nonperforming loans/total loans HFI(3) 2.63% 2.09% 1.62% 2.63% 1.62%
Nonperforming loans (excluding gov’t guaranteed balance)/total loans HFI(3) 1.69% 1.37% 1.15% 1.69% 1.15%
ACL/Total loans HFI at amortized cost 2.61% 1.65% 1.48% 2.61% 1.48%
Other Data:
Full-time equivalent employees 237 300 295 237 295
Banking centers 12 12 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)

(Dollars in thousands, except for share data)

As of September 30, 2025 June 30, 2025 September 30, 2024
Total shareholders’ equity $89,728 $108,223 $102,293
Less: Preferred stock liquidation preference (16,051) (16,051) (16,051)
Total equity available to common shareholders 73,677 92,172 86,242
Less: Goodwill — — —
Tangible common shareholders' equity $73,677 $92,172 $86,242
Common shares outstanding 4,116,913 4,134,127 4,134,059
Tangible book value per common share $17.90 $22.30 $20.86

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 compensation , loan origination expenses, and income taxes.

Historically, the Company has been dependent on noninterest income, derived primarily from net gain on the sales of the guaranteed portion of government guaranteed loans and service fee income, 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 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.

In the third quarter of 2025, the Company signed a definitive agreement to sell a portion of its SBA 7(a) loan portfolio which is expected to close in the fourth quarter. Banesco USA will also purchase for book value the servicing rights associated with the purchased loans and will conduct servicing for all SBA loans that BayFirst will continue to own. In conjunction with the agreement, BayFirst exited the SBA 7(a) lending business as a result of the comprehensive strategic review aimed at reducing expenses and derisking the bank's balance sheet.

Net Income

The Company had a net loss for the three months ended September 30, 2025 of $18.9 million, or $4.66 per common share and diluted common share, compared to net income for the three months ended September 30, 2024 of $1.1 million, or $0.18 per common and diluted common share. The change from the third quarter of 2024 was due to an increase in provision for credit losses of $7.8 million, a decrease in noninterest income of $13.3 million, and an increase in noninterest expense of $8.2 million, partially offset by an increase in net interest income of $1.8 million and a decrease in income tax expenses of $7.4 million.

For the nine months ended September 30, 2025, the Company had a net loss of $20.5 million, or $5.23 per common share and diluted common share, a decrease from net income of $2.8 million, or $0.40 per common share and diluted common share, for the nine months ended September 30, 2024. The decrease was primarily due to an increase in provision for credit losses of $12.4 million, a decrease in noninterest income of $19.7 million, and an increase in noninterest expense of $7.1 million. This was partially offset by an increase in net interest income of $7.3 million and a decrease in income tax expense of $8.6 million.

Net Interest Income

Net interest income from continuing operations was $11.3 million for the three months ended September 30, 2025, an increase from $9.4 million during the three months ended September 30, 2024. The increase in net interest income from continuing operations during the third quarter of 2025, as compared to the year ago quarter, was mainly due to a decrease in interest expense on deposits of $2.0 million.

Net interest margin was 3.61% for the third quarter of 2025, which represented an increase from 3.34% for the third quarter of 2024.

Net interest income from continuing operations was $34.6 million for the nine months ended September 30, 2025, an increase from $27.4 million for the nine months ended September 30, 2024. The increase was mainly due to an increase in loan interest income, including fees, of $3.8 million and a decrease in interest expense of $3.5 million.

Net interest margin increased to 3.81% for the nine months ended September 30, 2025, compared to 3.39% for the nine months ended September 30, 2024.

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.

(Dollars in thousands)

Interest-earning assets: Three Months Ended September 30, 2025 Average Balance Interest Yield 2024 Average Balance Interest Yield
Investment securities $32,521 $282 3.44% $41,092 $407 3.94%
Loans(1) 1,141,203 20,708 7.20 1,034,826 20,442 7.86
Other 65,955 664 3.99 50,809 593 4.64
Total interest-earning assets 1,239,679 21,654 6.93 1,126,727 21,442 7.57
Noninterest-earning assets 105,874 101,313
Total assets $1,345,553 $1,228,040
Interest-bearing liabilities:
NOW, MMDA and savings $704,339 $6,058 3.41 $681,822 $7,423 4.33
Time deposits 336,596 3,518 4.15 310,754 4,186 5.36
Other borrowings 67,478 798 4.69 27,110 384 5.64
Total interest-bearing liabilities 1,108,413 10,374 3.71 1,019,686 11,993 4.68
Demand deposits 105,464 94,574
Noninterest-bearing liabilities 22,891 11,348
Shareholders’ equity 108,785 102,432
Total liabilities and shareholders’ equity $1,345,553 $1,228,040
Net interest income $11,280 $9,449
Interest rate spread 3.22 2.89
Net interest margin (2) 3.61 3.34
Ratio of average interest-earning assets to average interest-bearing liabilities 111.84% 110.50%
(1) Includes nonaccrual loans.
(2) Net interest margin represents annualized net interest income divided by average total interest-earning assets.

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(Dollars in thousands)

Interest-earning assets: For the Nine Months Ended September 30, 2025 Average Balance Interest Yield 2024 Average Balance Interest Yield
Investment securities $35,917 $1,095 4.08% $42,069 $1,277 4.05%
Loans(1) 1,116,884 61,918 7.41 986,469 58,084 7.87
Other 61,468 1,831 3.98 48,641 1,695 4.65
Total interest-earning assets 1,214,269 64,844 7.14 1,077,179 61,056 7.57
Noninterest-earning assets 105,146 100,606
Total assets $1,319,415 $1,177,785
Interest-bearing liabilities:
NOW, MMDA and savings $711,114 $18,179 3.42 $652,481 $20,886 4.28
Time deposits 314,619 10,110 4.30 283,298 11,386 5.37
Other borrowings 54,620 1,928 4.72 34,606 1,411 5.45
Total interest-bearing liabilities 1,080,353 30,217 3.74 970,385 33,683 4.64
Demand deposits 105,031 93,830
Noninterest-bearing liabilities 23,386 11,945
Shareholders’ equity 110,645 101,625
Total liabilities and shareholders’ equity $1,319,415 $1,177,785
Net interest income $34,627 $27,373
Interest rate spread 3.40 2.93
Net interest margin (2) 3.81 3.39
Ratio of average interest-earning assets to average interest-bearing liabilities 112.40% 111.01%
(1) Includes nonaccrual loans.
(2) Net interest margin represents annualized net interest income divided by average total interest-earning assets.

47

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)

Three Months Ended September 30, 2025 vs. September 30, 2024: Interest-earning assets: Rate Volume Total
Investment securities $(47) $(78) $(125)
Loans (1,775) 2,041 266
Other interest-earning assets (91) 162 71
Total interest-earning assets (1,913) 2,125 212
Interest-bearing liabilities:
NOW, MMDA and savings (1,607) 242 (1,365)
Time deposits (999) 331 (668)
Other borrowings (74) 488 414
Total interest-bearing liabilities (2,680) 1,061 (1,619)
Net change in net interest income $767 $1,064 $1,831

(Dollars in thousands)

Nine Months Ended September 30, 2025 vs. September 30, 2024: Interest-earning assets: Rate Volume Total
Investment securities $7 $(189) $(182)
Loans (3,493) 7,327 3,834
Other interest-earning assets (268) 404 136
Total interest-earning assets (3,754) 7,542 3,788
Interest-bearing liabilities:
NOW, MMDA, and savings (4,460) 1,753 (2,707)
Time deposits (2,440) 1,164 (1,276)
Other borrowings (209) 726 517
Total interest-bearing liabilities (7,109) 3,643 (3,466)
Net change in net interest income $3,355 $3,899 $7,254

Provision for Credit Losses

The provision for credit losses is charged to operations to adjust the ACL 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 September 30, 2025 of $10.9 million compared to a provision of $3.1 million for the three months ended September 30, 2024. During the three months ended September 30, 2025, $3.3 million of net charge offs were recorded compared to $2.8 million during the three months ended September 30, 2024. The increase in the ACL was the result of increases in nonperforming loans and economic uncertainty for our small business customers.

The Company recorded a provision for credit losses for the nine months ended September 30, 2025 of $22.6 million compared to a $10.2 million provision for the nine months ended September 30, 2024. For the nine months ended

September 30, 2025, net loan charge offs totaled $13.4 million compared to $9.7 million for the nine months ended September 30, 2024. The increase of $12.4 million in the provision for credit losses expense was primarily due to higher than expected charge-offs primarily in the SBA 7(a) portfolio, increases in nonperforming loans, and continued economic uncertainty.

The ACL was $24.5 million at September 30, 2025 and $14.2 million at September 30, 2024.

Noninterest Income

The following table presents noninterest income from continuing operations for the three and nine months ended September 30, 2025 and September 30, 2024.

(Dollars in thousands)

Noninterest income: For the Three Months Ended September 30, 2025 2024 For the Nine Months Ended September 30, 2025 2024
Loan servicing income, net 761 918 1,981 2,518
Gain on sale of SBA and PPP loans, net 3,063 6,143 16,526 19,827
Service charges and fees 474 447 1,396 1,343
Fair value adjustment on loans held for sale (5,096) — (5,096) —
SBA loan fair value gain (loss) (882) 3,416 805 9,923
Government guaranteed loan packaging fees 380 903 1,673 3,332
Other non-interest income 254 445 1,215 1,250
Total noninterest income (1,046) 12,272 18,500 38,193

Noninterest income from continuing operations was negative $1.0 million during the three months ended September 30, 2025, a decrease from $12.3 million during the three months ended September 30, 2024. The decrease in the third quarter of 2025, as compared to the third quarter of 2024, was the result of a decrease in gain on sale of government guaranteed loans of $3.1 million, a decrease in fair value gains on government guaranteed loans of $4.3 million, the unfavorable fair value adjustment on held for sale loans of $5.1 million, and a decrease in government guaranteed loan packaging fees of $0.5 million. The unfavorable fair value adjustment on held for sale loans was the result of the expected sale of a portion of the SBA 7(a) loan portfolio.

Noninterest income from continuing operations was $18.5 million for the nine months ended September 30, 2025, a decrease from $38.2 million for the nine months ended September 30, 2024. The decrease was primarily the result of a decrease in gain on sale of government guaranteed loans of $3.3 million, a decrease in government guaranteed loan fair value gains of $9.1 million, the unfavorable fair value adjustment on held for sale loans of $5.1 million, and a decrease in government guaranteed loan packaging fees of $1.7 million.

Noninterest Expense

The following table presents noninterest expense from continuing operations for the three and nine months ended September 30, 2025 and September 30, 2024.

(Dollars in thousands)

Noninterest expense: For the Three Months Ended September 30, 2025 2024 For the Nine Months Ended September 30, 2025 2024
Salaries and benefits $7,637 $7,878 $23,748 $23,712
Bonus, commissions, and incentives 530 1,141 863 3,371
Occupancy and equipment 1,525 1,248 4,738 3,631
Data processing 2,049 1,789 6,172 4,996
Marketing and business development 262 532 1,152 1,660
Professional services 859 853 2,373 3,079
Loan origination and collection 3,273 1,956 6,866 5,633
Employee recruiting and development 364 595 1,443 1,741
Regulatory assessments 484 309 1,175 870
Restructure charges 7,262 — 7,262 —
Director compensation 137 143 390 427
Liability and fidelity bond insurance 168 143 468 431
ATM and interchange 134 150 356 432
Telecommunication 82 127 282 354
Other noninterest expense 449 200 1,268 1,110
Total noninterest expense $25,215 $17,064 $58,556 $51,447

Noninterest expense from continuing operations was $25.2 million during the three months ended September 30, 2025, an increase from $17.1 million during the three months ended September 30, 2024. The increase in the third quarter of 2025, as compared to the third quarter of 2024, was primarily due to the restructure charges of $7.3 million and higher loan origination and collection expenses of $1.3 million. The restructure charges of $7.3 million related to the comprehensive strategic review aimed at reducing expenses and derisking the bank's balance sheet which included the exit of the SBA 7(a) business.

Noninterest expense was $58.6 million for the nine months ended September 30, 2025, an increase from $51.4 million for the nine months ended September 30, 2024. The increase was primarily the result of the restructure charges of $7.3 million.

Income Taxes

Income tax benefit from continuing operations was $7.0 million for the three months ended September 30, 2025, a decrease from income tax expense of $0.4 million for the three months ended September 30, 2024. The change was attributed to a net loss from continuing operations for the current quarter compared to net income from continuing operations in the third quarter of the prior year. There was no income tax expense from discontinued operations for the three months ended September 30, 2025 and September 30, 2024.

The One Big Beautiful Bill Act was signed into law on July 4, 2025. While the legislation has significant tax provisions, none are expected to materially impact the Company.

Income tax benefit from continuing operations was $7.5 million for the nine months ended September 30, 2025, a decrease from income tax expense of $1.0 million for the nine months ended September 30, 2024. The change was attributed to a net loss from continuing operations for the current year compared to net income from continuing operations in the prior year. There was no income tax expense from discontinued operations for the nine months ended September 30, 2025, compared to an income tax benefit of $23 thousand for the nine months ended September 30, 2024.

At September 30, 2025, the Company had $7.3 million federal net operating loss carryforward and $7.3 million of state net operating loss carryforward. At September 30, 2024, the Company had $1.4 million of federal net operating loss carryforward and $0.3 million of state net operating loss carryforward. The net operating loss carryforwards do not expire.

The effective income tax rate was 26.90% for the nine months ended September 30, 2025 and 26.51% for the nine months ended September 30, 2024.

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 September 30, 2025 and December 31, 2024.

(Dollars in thousands)

Investment securities available for sale: September 30, 2025 December 31, 2024
Asset-backed securities $2,930 $4,990
Mortgage-backed securities:
U.S. Government-sponsored enterprises 4,966 7,130
Collateralized mortgage obligations:
U.S. Government-sponsored enterprises 18,080 15,286
Corporate bonds 3,881 8,885
Total investment securities available for sale $29,857 $36,291

The net unrealized loss on the investment securities AFS at September 30, 2025 and December 31, 2024, was $2.8 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 September 30, 2025 and December 31, 2024.

(Dollars in thousands)

Investment securities held to maturity: September 30, 2025 December 31, 2024
Corporate bonds $2,500 $2,500
Total investment securities held to maturity $2,500 $2,500

There was a $9 thousand ACL on the corporate bonds HTM as of September 30, 2025 and $12 thousand at December 31, 2024. The net unrealized loss on the investment securities HTM at September 30, 2025, was $125 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 September 30, 2025 or December 31, 2024, and there were no sales of investment securities for the three or nine months ended September 30, 2025 or three or nine months ended September 30, 2024.

The investment securities available for sale presented in the following tables are reported at amortized cost and by contractual maturity as of September 30, 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.

(Dollars in thousands)

September 30, 2025 One year or less Amortized Cost Average Yield One to five years Amortized Cost Average Yield Five to ten years Amortized Cost Average Yield After ten years Amortized Cost Average Yield
Asset-backed securities $— —% $— —% $— —% $2,942 5.25%
Mortgage-backed securities:
U.S. Government-sponsored enterprises — — — — — — 5,390 2.79
Collateralized mortgage obligations:
U.S. Government-sponsored enterprises — — — — — — 20,442 2.31
Corporate bonds — — 3,840 5.40 — — — —
Total investment securities available for sale $— —% $3,840 5.40% $— —% $28,774 2.70%

(Dollars in thousands)

December 31, 2024 One year or less Amortized Cost Average Yield One to five years Amortized Cost Average Yield Five to ten years Amortized Cost Average Yield After ten years 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 September 30, 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.

(Dollars in thousands)

September 30, 2025 One year or less Amortized Cost Average Yield One to five years Amortized Cost Average Yield Five to ten years Amortized Cost Average Yield After ten years 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% $— —%

52

(Dollars in thousands)

December 31, 2024 One year or less Amortized Cost Average Yield One to five years Amortized Cost Average Yield Five to ten years Amortized Cost Average Yield After ten years 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 9% of the total portfolio. The following table sets forth the composition of its HFI loan portfolio.

(Dollars in thousands)

Loans HFI: September 30, 2025 Amount % of Total December 31, 2024 Amount % of Total
Government guaranteed loans HFI, at fair value $61,780 $60,833
Loans HFI, at amortized cost:
Residential real estate 364,020 39.3% 330,870 33.3%
Commercial real estate 231,039 25.0 305,721 30.9
Construction and land 43,700 4.7 32,914 3.3
Commercial and industrial 194,654 21.1 226,522 22.9
Commercial and industrial – PPP 13 — 941 0.1
Consumer and other 90,946 9.9 93,826 9.5
Loans HFI, at amortized cost, gross 924,372 100.0% 990,794 100.0%
Discount on government guaranteed loans (7,506) (8,306)
Premium on loans purchased, net 2,941 3,739
Deferred loan costs, net 17,096 19,499
Allowance for credit losses (24,485) (15,512)
Loans HFI, at amortized cost, net 912,418 990,214
Total loans HFI, net $974,198 $1,051,047

For the nine months ended September 30, 2025, the Bank originated $129.7 million in loans through conventional lending channels and $259.7 million in loans through its government guaranteed lending function. In addition, the Bank sold guaranteed loan balances of $191.2 million.

Loan Maturity/Rate Sensitivity

The following table shows the contractual maturities of our loans at September 30, 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)

Real estate: 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
Residential $1,387 $687 $16,327 $346,130 $364,531
Commercial 2,632 6,596 47,153 190,692 247,073
Construction and land 5,426 — 10,147 28,127 43,700
Commercial and industrial 11,412 29,393 198,494 9,777 249,076
Commercial and industrial - PPP 13 — — — 13
Consumer and other 2,892 22,046 21,842 47,510 94,290
Total loans HFI $23,762 $58,722 $293,963 $622,236 $998,683

The following table shows the loans with contractual maturities of greater than one year that have fixed or adjustable interest rates at September 30, 2025.

(Dollars in thousands)

Real estate: Fixed Interest Rate Adjustable Interest Rate
Residential $72,747 $290,397
Commercial 5,116 239,325
Construction and land — 38,274
Commercial and industrial 16,861 220,803
Consumer and other 83,659 7,739
Total loans HFI $178,383 $796,538

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.

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 September 30, 2025, the Company had $17.6 million in nonperforming assets, excluding government guaranteed loan balances. The ACL represented 2.61% of total loans HFI at amortized cost. At September 30, 2024, the Company had $12.5 million in nonperforming assets, excluding government guaranteed loan balances. The ACL represented 1.48% of total loans HFI at amortized cost. The increase in nonperforming assets was partially the result of a nonaccrual loan for $2.6 million that is fully secured and has no ACL allocated. Total loans HFI at September 30, 2025 and September 30, 2024 included government guaranteed balances 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 2.78% at September 30, 2025, compared to 1.70% at September 30, 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)

September 30, 2025 September 30, 2024 December 31, 2024
Nonperforming loans (government guaranteed balances), at amortized cost, gross $8,865 $4,497 $4,037
Nonperforming loans (unguaranteed balances), at amortized cost, gross 15,822 10,992 13,570
Total nonperforming loans, at amortized cost, gross 24,687 15,489 17,607
Nonperforming loans (government guaranteed balances), at fair value — 24 —
Nonperforming loans (unguaranteed balances), at fair value 1,385 1,535 1,490
Total nonperforming loans, at fair value 1,385 1,559 1,490
OREO 400 — 132
Repossessed assets 32 94 36
Total nonperforming assets, gross $26,504 $17,142 $19,265
Nonperforming loans as a percentage of total loans HFI(1) 2.63% 1.62% 1.75%
Nonperforming loans (excluding government guaranteed balances) to total loans HFI(1) 1.69% 1.15% 1.35%
Nonperforming assets as a percentage of total assets 1.97% 1.38% 1.50%
Nonperforming assets (excluding government guaranteed balances) to total assets 1.21% 0.88% 1.06%
ACL to nonperforming loans(1) 99.18% 91.59% 88.10%
ACL to nonperforming loans (excluding government guaranteed balances)(1) 154.75% 129.06% 114.31%

(1) Excludes loans measured at fair value

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 September 30, 2025 2024 At and for the Nine Months Ended September 30, 2025 2024
Allowance at beginning of period $17,041 $13,843 $15,512 $13,497
Charge-offs:
Residential real estate (121) (20) (963) (20)
Commercial real estate — — (431) (60)
Commercial and industrial (3,186) (2,375) (11,213) (7,898)
Consumer and other (312) (550) (1,763) (2,299)
Total charge-offs (3,619) (2,945) (14,370) (10,277)
Recoveries:
Residential real estate — — 27 —
Commercial real estate 2 2 4 6
Commercial and industrial 191 111 654 352
Consumer and other 132 75 291 249
Total recoveries 325 188 976 607
Net charge-offs (3,294) (2,757) (13,394) (9,670)
Provision for credit losses on loans 10,738 3,100 22,367 10,359
Allowance at end of period $24,485 $14,186 $24,485 $14,186
Net charge-offs to average loans HFI at amortized cost 1.24% 1.16% 1.71% 1.43%
Allowance as a percent of total loans HFI at amortized cost 2.61% 1.48% 2.61% 1.48%
Allowance as a percent of loans HFI at amortized cost, not including government guaranteed loans 2.78% 1.70% 2.78% 1.70%
Allowance as a percent of nonperforming loans at amortized cost, gross 99.18% 91.59% 99.18% 91.59%
Total loans HFI $998,683 $1,042,445 $998,683 $1,042,445
Average loans HFI at amortized cost $1,060,520 $948,535 $1,044,830 $901,004
Nonperforming loans (including government guaranteed balances) at amortized cost, gross $24,687 $15,489 $24,687 $15,489
Nonperforming loans (excluding government guaranteed balances) at amortized cost, gross $15,822 $10,992 $15,822 $10,992
Guaranteed balance of government guaranteed loans $75,293 $157,001 $75,293 $157,001

56

The following table details net charge-offs to average loans outstanding by loan category for the three months ended September 30, 2025 and September 30, 2024.

(Dollars in thousands)

Three Months Ended September 30, 2025 Net (Charge-off) Recovery Average Loans HFI at amortized cost Net (Charge-off) Recovery Ratio Three Months Ended September 30, 2024 Net (Charge-off) Recovery Average Loans HFI at amortized cost Net (Charge-off) Recovery Ratio
Residential real estate $(121) $356,159 (0.14)% $(20) $301,296 (0.03)%
Commercial real estate 2 367,781 — 2 350,518 —
Commercial and industrial (2,995) 243,236 (4.93) (2,264) 202,850 (4.46)
Commercial and industrial - PPP — 131 — — 1,917 —
Consumer and other (180) 93,213 (0.77) (475) 91,954 (2.07)
Total loans HFI at amortized cost $(3,294) $1,060,520 (1.24)% $(2,757) $948,535 (1.16)%

The following table details net charge-offs to average loans outstanding by loan category for the nine months ended September 30, 2025 and September 30, 2024.

(Dollars in thousands)

Nine Months Ended September 30, 2025 Net (Charge-off) Recovery Average Loans HFI at amortized cost Net (Charge-off) Recovery Ratio Nine Months Ended September 30, 2024 Net (Charge-off) Recovery Average Loans HFI at amortized cost Net (Charge-off) Recovery Ratio
Residential real estate $(936) $341,915 (0.37)% $(20) $282,908 (0.01)%
Commercial real estate (427) 367,078 (0.16) (54) 340,933 (0.02)
Commercial and industrial (10,559) 241,575 (5.83) (7,546) 200,378 (5.02)
Commercial and industrial - PPP — 353 — — 2,602 —
Consumer and other (1,472) 93,909 (2.09) (2,050) 74,183 (3.68)
Total loans HFI, at amortized cost $(13,394) $1,044,830 (1.71)% $(9,670) $901,004 (1.43)%

57

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)

Government Guaranteed, Excluding PPP At and for the Nine Months Ended September 30, 2025 2024 At and for the Year Ended December 31, 2024
Number of loans originated 1,352 1,965 2,508
Amount of loans originated $259,730 $323,591 $431,375
Average loan size originated $192 $165 $172
Government guaranteed loan balances sold $191,228 $290,820 $385,342
Total government guaranteed loan balances:
Guaranteed portion of government guaranteed loan balances HFI $75,280 $155,345 $148,543
Unguaranteed portion of government guaranteed loan balances HFI 238,700 239,810 277,420
Total government guaranteed loans HFI 313,980 395,155 425,963
Guaranteed portion of government guaranteed loan balances HFS 94,052 595 —
Unguaranteed portion of government guaranteed loan balances HFS 50,120 595 —
Total government guaranteed loans HFS 43,932 — —
Total government guaranteed loan balances $408,032 $395,750 $425,963
Government guaranteed loans serviced for others $1,038,738 $1,009,797 $1,056,665

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

(Dollars in thousands)

September 30, 2025 Amount % of Total 2024 Amount % of Total
Florida $139,784 34% $121,223 31%
California 42,401 10 47,653 12
Tennessee 23,361 6 28,622 7
Texas 32,574 8 31,253 8
All Other 176,853 43 166,404 42
Total government guaranteed loans, excluding PPP loans $414,973 101% $395,155 100%

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 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 September 30, 2025, the Bank did not meet all of its regulatory capital requirements to be well-capitalized and is taking steps toward meeting the capital requirements established by the regulators. The Bank requested a waiver from the FDIC in order to continue to access brokered deposits, which is under review by the FDIC. At September 30, 2025 and December 31, 2024, the Company had $235.9 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)

September 30, 2025 December 31, 2024
Noninterest-bearing deposit accounts $105,937 9.0% $101,743 8.9%
Interest-bearing transaction accounts 210,336 18.0 256,793 22.5
Money market accounts 458,632 39.2 455,519 39.8
Savings accounts 20,630 1.8 18,906 1.7
Subtotal 795,535 68.0 832,961 72.9
Total time deposits 375,922 32.0 310,268 27.1
Total deposits $1,171,457 100.0% $1,143,229 100.0%

At September 30, 2025, the Company held approximately $186.1 million of deposits that exceeded the FDIC insurance limit which was 16% 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 September 30, 2025.

(Dollars in thousands)

Three months or less $15,122
Over three months through six months 11,626
Over six months through 12 months 15,723
Over 12 months 46,062
Total time deposits over $250 $88,533

Deposits increased $28.2 million or 2.47% for the nine months ended September 30, 2025, with increases in noninterest-bearing deposit account balances, savings and money market deposit account balances, and time deposit balances, partially offset by a decrease in interest-bearing transaction account balances.

Other Borrowings

At September 30, 2025, the Company had $50,000 of borrowings at 4.33% 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 $375.2 million of real estate-related loans as of September 30, 2025. Based on this collateral and the Bank's holdings of FHLB stock, the Bank was eligible to borrow up to $145.6 million from the FHLB at September 30, 2025.

In addition, the Bank has a line of credit with the Federal Reserve Bank of Atlanta which was secured by $79.2 million of commercial loans as of September 30, 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 $55.7 million from the FRB at September 30, 2025.

The Company has $6.0 million of Subordinated Notes (the “Notes”) that mature June 30, 2031 and are redeemable after 5 years which is June 30, 2026. The Notes 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 note agreements, the floating rates are based on a SOFR benchmark plus 3.78% per annum. The balance of Subordinated Notes outstanding at the Company, net of offering costs, amounted to $6.0 million at September 30, 2025 and December 31, 2024. As of September 30, 2025, the Company was not in compliance with certain debt covenants. A waiver of these covenants has been requested, and approval has not yet been received.

The Company has a term note with quarterly principal and interest payments with interest at Prime (7.25% at September 30, 2025). The note matures on March 10, 2029 and the balance of the note was $1.6 million and $1.9 million at September 30, 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 September 30, 2025, the Company was not in compliance with certain debt covenants. A waiver of these covenants has been requested, and approval has not yet been received.

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 $89.7 million at September 30, 2025 as compared to $110.9 million at December 31, 2024. The decrease was primarily due to net loss of $20.5 million, common stock dividends of $0.7 million, and preferred stock dividends of $1.2 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 September 30, 2025, the Bank did not meet all of its regulatory capital requirements and is taking steps toward meeting the capital requirements established by the regulators.The Bank requested a waiver from the FDIC in order to continue to access brokered deposits, approval has not yet been received.

The Bank’s actual capital amounts and percentages were as shown in the table below:

(Dollars in thousands)

As of September 30, 2025 Actual Amount Percent Minimum(1) Amount Percent Well Capitalized(2) Amount Percent
Total Capital (to risk-weighted assets) $102,017 9.71% $84,088 8.00% $105,111 10.00%
Tier 1 Capital (to risk-weighted assets) 88,737 8.44 63,066 6.00 84,088 8.00
Common Equity Tier 1 Capital (to risk-weighted assets) 88,737 8.44 47,300 4.50 68,322 6.50
Tier 1 Capital (to total assets) 88,737 6.64 53,458 4.00 66,823 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)

September 30, 2025 December 31, 2024
Unfunded loan commitments $34,878 $21,174
Unused lines of credit 221,625 199,411
Standby letters of credit 1,259 276
Total $257,762 $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.

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 utilization rates to calculate the ACL for off-balance sheet loan commitments. At September 30, 2025 and December 31, 2024, ACL for off-balance sheet loan commitments totaled $731 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 September 30, 2025 were $455.4 million, an increase from $341.7 million at December 31, 2024. The increase was primarily due to an increase in short-term borrowings of $50.0 million and an increase in time deposits of $65.7 million.

The following tables present our contractual obligations as of September 30, 2025 and December 31, 2024.

(Dollars in thousands)

Contractual Obligations as of September 30, 2025 Less than One Year One to Three Years Three to Five Years Over Five Years Total
Operating lease obligations $1,999 $3,268 $2,692 $13,936 $21,895
Short-term borrowings 50,000 — — — 50,000
Long-term borrowings 456 912 225 — 1,593
Subordinated notes — — — 5,961 5,961
Time deposits 243,659 130,012 2,251 — 375,922
Total $296,114 $134,192 $5,168 $19,897 $455,371
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 September 30, 2025 was 11.31%, as compared to 9.17% at December 31, 2024.

For the nine months ended 2025, the Bank paid dividends of $3.3 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 September 30, 2025, BayFirst Financial Corp. held $655 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 non-brokered 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.”

Market risk

As filed, 6,671 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.

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.

The estimated impact on the net interest income as of September 30, 2025 and December 31, 2024, assuming immediate parallel moves in interest rates, is presented in the table below.

Change in rates September 30, 2025 Following 12 months Following 24 months December 31, 2024 Following 12 months Following 24 months
+400 basis points 0.2% (5.8)% 11.1% 9.9%
+300 basis points 1.3 (3.0) 10.0 9.5
+200 basis points 1.5 (1.2) 5.9 5.7
+100 basis points 1.1 (0.1) 1.8 1.9
-100 basis points 0.2 0.4 (3.7) (3.7)
-200 basis points (1.2) (1.1) (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 September 30, 2025 and December 31, 2024, assuming immediate parallel shifts in interest rates.

Change in rates September 30, 2025 December 31, 2024
+400 basis points (22.5)% (5.3)%
+300 basis points (16.1) (2.9)
+200 basis points (10.3) (2.5)
+100 basis points (4.7) (2.6)
-100 basis points 5.6 (0.1)
-200 basis points 10.5 (0.4)

Controls and procedures

As filed, 1,419 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.

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 September 30, 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 September 30, 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.

Risk factors

As filed, 2,306 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.

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.

The loan sale to Banesco USA will not be completed unless important conditions are satisfied or waived, including approval by SBA.

Specified conditions set forth in the Loan Sale Agreement must be satisfied or waived to complete the sale to Banesco USA. If the conditions are not satisfied or waived, including Banesco USA’s receipt of the approval of the SBA, the loan sale will not occur or will be delayed, and the Company will not obtain the intended benefits of the transaction. In such instance, our earnings, liquidity, and regulatory environment may be adversely impacted.

We may need additional capital in the future, but such capital may not be available when needed.

We may need to obtain additional debt or equity financing to meet our capital needs, absorb losses, fund future growth, or meet the requirements of our regulators. Our ability to maintain capital at required levels depends on many factors, including our financial performance, asset quality, loan growth, dividend policy, and the overall condition of the capital markets. We cannot guarantee that any needed financing will be available to us on acceptable terms or at all. If our financial performance is unsatisfactory, if financial market participants have an unfavorable view of the Company and its performance, or if negative economic events or disruptions in the capital markets occur, it may not be possible for us to find sources of sufficient capital for our business operations. If we are unable to obtain future financing, we may become subject to regulatory enforcement actions, not be able to resume paying dividends or repurchasing stock, not be able to grow, and experience other adverse effects to our business, financial condition, and results of operations.

Figures reported in this filing

Standardized line items from the XBRL in this filing, for the period ended 2025-09-30. Comparative periods it repeats are left out.

Figures reported in this filing
Line itemPeriodValueXBRL concept
Income tax3 months2025-07-01 to 2025-09-30−$7.0mus-gaap:IncomeTaxExpenseBenefit
Income tax9 months2025-01-01 to 2025-09-30−$7.5mus-gaap:IncomeTaxExpenseBenefit
Net income3 months2025-07-01 to 2025-09-30−$18.9mus-gaap:NetIncomeLoss
Net income9 months2025-01-01 to 2025-09-30−$20.5mus-gaap:NetIncomeLoss
Diluted EPS3 months2025-07-01 to 2025-09-30−$4.66us-gaap:EarningsPerShareDiluted
Diluted EPS9 months2025-01-01 to 2025-09-30−$5.23us-gaap:EarningsPerShareDiluted
Basic EPS3 months2025-07-01 to 2025-09-30−$4.66us-gaap:EarningsPerShareBasic
Basic EPS9 months2025-01-01 to 2025-09-30−$5.23us-gaap:EarningsPerShareBasic
Diluted shares (weighted)3 months2025-07-01 to 2025-09-304,135,106 sharesus-gaap:WeightedAverageNumberOfDilutedSharesOutstanding
Diluted shares (weighted)9 months2025-01-01 to 2025-09-304,135,949 sharesus-gaap:WeightedAverageNumberOfDilutedSharesOutstanding
Operating cash flow9 months2025-01-01 to 2025-09-30$184.8mus-gaap:NetCashProvidedByUsedInOperatingActivities
Capital expenditure9 months2025-01-01 to 2025-09-30$276.0kus-gaap:PaymentsToAcquirePropertyPlantAndEquipment
Dividends paid9 months2025-01-01 to 2025-09-30$663.0kus-gaap:PaymentsOfDividendsCommonStock
Share repurchases9 months2025-01-01 to 2025-09-30$335.0kus-gaap:PaymentsForRepurchaseOfCommonStock
Cash and equivalentsAt period end2025-09-30$118.5mus-gaap:CashAndCashEquivalentsAtCarryingValue
Total assetsAt period end2025-09-30$1.35bnus-gaap:Assets
Total liabilitiesAt period end2025-09-30$1.26bnus-gaap:Liabilities
Shareholders' equityAt period end2025-09-30$89.7mus-gaap:StockholdersEquity

Source: SEC EDGAR, the filing index for accession 0001649739-25-000250. Last ingested by Listed: Nov 10, 2026, 22:26 ET. Listed shows no prices and gives no investment advice.