Please wait

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

X0202 SCHEDULE 13D/A 0001170549-26-000002 0001170549 XXXXXXXX LIVE 2 Common Stock 10/08/2026 false 0001649739 07279B104 BayFirst Financial Corp 700 Central Avenue St. Petersburg FL 33701 Richard Pearlman, Esq. 850-878-2411 3122 Mahan Drive Suite 801-180 Tallahassee FL 32308 0001170549 N Kenneth R. Lehman b OO N X1 12249535.00 0.00 12249535.00 0.00 12249535.00 N 39.4 IN Common Stock BayFirst Financial Corp 700 Central Avenue St. Petersburg FL 33701 Kenneth R. Lehman 122 North Gordon Road, Ft. Lauderdale, Florida 33301 Mr. Lehman is a private investor. During the last five years, he has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), a result of which was or is him being subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. During the last five years, he has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, a result of which was or is him being subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Mr. Lehman is a United States citizen. Mr. Lehman acquired 749,535 shares as the backstop purchaser in the Company's recent rights offering, pursuant to the Form S-1 with File No. 333-295447. He acquired those shares on October 8, 2026, with his personal and Roth IRA funds. Mr. Lehman acquired his shares because he believes they represent a prudent investment. Mr. Lehman is a member of the boards of directors of the Company and its subsidiary, BayFirst National Bank. Mr. Lehman intends to review continuously his investment in the Company, including the Company's business, financial condition, results of operations, capital structure, management, competitive position, and prospects, as well as general economic, financial market, and industry conditions. Depending on such review and on other factors, including the market price of the Common Stock, conditions in the securities markets generally, general economic and industry conditions, Mr. Lehman's financial condition and investment considerations, and other factors Mr. Lehman deems relevant, Mr. Lehman may, from time to time and at any time, in the open market, in privately negotiated transactions, or otherwise: (i) acquire additional shares of Common Stock or other securities of the Company, including pursuant to the gross-up rights described in Item 6 below; (ii) dispose of all or a portion of the shares of Common Stock or other securities of the Company that he now holds or may hereafter acquire; (iii) 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; or (iv) take any other action with respect to the Company or any of its securities in any manner permitted by law.Except as described in this Schedule 13D, Mr. Lehman does not currently have any plans or proposals that relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. 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. There can be no assurance that Mr. Lehman will take any of the actions described above. Mr. Lehman has and exercises sole investment and voting authority over all 12,249,535 shares, which represents 39.42% of the outstanding shares of the Company's common stock. 12,249,535 Mr. Lehman personally has title to 8,012,430 shares and his Roth IRA has title to 4,237,205 shares. Pursuant to the terms of the Securities Purchase Agreement (Exhibit 99.1 hereto), Mr. Lehman has gross-up rights to acquire from the Company any equity or equity-linked securities (with certain exceptions) offered by the Company in order to enable him to maintain his proportionate ownership interest in the Company as immediately prior to such issuance. 99.1 Securities Purchase Agreement, dated April 28, 2026 (incorporated by reference from Exhibit 10.1 to the Company's Form 8-K filed on April 30, 2026) Kenneth R. Lehman /s/ Kenneth R. Lehman Kenneth R. Lehman 10/13/2026