BayFirst Financial Corp. (BAFN) Earnings Call Transcript

Good morning, everyone, and welcome to the BayFirst Financial Special Shareholder Meeting. I want to thank each shareholder who took the time to vote and want to thank everyone for their continued support of BayFirst, including our customers and employees. Looking back over the last 12 months, a lot has been accomplished to put the bank in a much better position to succeed primarily through the $80 million capital raise and pivot away from the national SBA platform. The executive management team and employees continue to work through the legacy portfolio as we focus our efforts on deposits and relationship-based lending that fills a void in the Greater Tampa Bay and Sarasota communities. I want to remind you that we expect to launch the rights offering we announced back in April in late August for all legacy shareholders. In the same way that we notified you about this special meeting, we will be reaching out to you with instructions and next steps. For those of you who listened to our most recent earnings call, you had the opportunity to hear from our new CEO, Al Rogers. For those of you that did not, I would like to introduce Al to you now. In addition to making a significant investment in the bank, Al brings a career of community banking and relationships to BayFirst. In advance of Al's comments, our Corporate Secretary and CFO, Scott McKim, will be presenting the business portion of our meeting, including the results of our shareholder vote. And I may have missed a step to call the meeting officially to order, which I'm doing so now. And Scott, if you can take it from here, that would be wonderful.

Thank you, Anthony. Good morning, everyone. The notice of the Special Meeting of Shareholders of BayFirst Financial Corp. was mailed to all shareholders of record as of June 2, 2026, together with a proxy statement setting forth the purpose of the meeting. Further, that pursuant to law, the presence in person or by proxy of the holders of a majority of the shares entitled to vote at that special meeting of shareholders constitutes a quorum for the transaction of business. We have at least 3,221,236 or 78% of outstanding shares represented in person or by proxy, and thereby, a quorum is constituted. If you have not voted by proxy and would like to do so now, please indicate so using the question function, and we will provide you with a ballot. I'm not seeing any request for ballots. Therefore, the polls are closed. The first proposal, the conversion proposal is to approve the issuance of shares of BayFirst Financial Corp. common stock representing more than 20% of the outstanding shares of common stock upon the conversion of shares of the BayFirst Financial Corp. mandatorily convertible cumulative perpetual preferred stock Series D and E. The approval of this conversion proposal after a quorum of shares has already been established, requires the affirmative vote of a majority of those votes cast. We have at least 2,301,977 affirmative votes cast for this proposal, which represents 97% of the votes cast for this proposal. Therefore, this conversion proposal is approved. The second proposal, the article's amendment proposal is to approve an amendment to the BayFirst Financial Corp. Articles of Incorporation to increase the number of authorized shares of the common stock from 15 million to 100 million. The approval of this article's amendment proposal after a quorum of shares has already been established requires the affirmative vote of a majority of the outstanding shares of common stock. We have at least 3,136,387 affirmative votes cast for this proposal, which represents 97% of all votes cast for this proposal. Therefore, this article's amendment proposal is approved. The third proposal for adjournment to a special meeting at a later date is not necessary. This proposal was to solicit additional proxies to establish a quorum or approval either or both of Proposal 1 or 2. This proposal is now moved. And as a quorum has been established, both Proposal 1 and Proposal 2 have been approved. Therefore, I'd now like to hand the call over to Al Rogers, CEO and President of BayFirst Financial and BayFirst National Bank. Al?

Thank you, Scott. You and your team have worked tirelessly, not only in preparing for this shareholder vote, but throughout the past year as you have successfully executed our exit from the SBA 7(a) business secured the $80 million in capital through the PIPE investment and prepared for the rights offering, which many of our shareholders will have the opportunity to participate later in this summer. I would also like to thank Robin Oliver and Brandi Jaber and of course, our 148 team members who remain committed to transforming BayFirst into the Premier Community Bank serving Tampa Bay, Sarasota and Bradenton. Today's approval represents an important milestone for our company. We believe actions approved today provide the financial foundation necessary to support the sustainable growth, enhance profitability and create long-term value for our shareholders, customers, employees,and communities. On behalf of our Board of Directors, our management team and of course, our employees, we thank you for your continued confidence in and support of BayFirst. Before we adjourn, I would also like to remind everyone that our Annual Meeting of Shareholders will be held virtually on September 22, 2026 at 8:30 a.m. Eastern Time. Additional details regarding the meeting will be included in our upcoming proxy materials and announced in future press releases. Thank you again for your participation today. We look forward to updating you on our continued progress in the months ahead. The meeting is adjourned at 8:37 a.m. Thank you very much.