STOCK-BASED COMPENSATION

The Equity Plan governs the Company’s restricted stock grants and stock options. Total compensation cost charged against income related to the Equity Plan was $479 and $651 for the year ended December 31, 2024 and December 31, 2023, respectively.

Restricted Stock

The Company awarded shares of restricted common stock to certain employees and directors for which compensation expense is recognized ratably over the vesting period of the awards based on the fair value of the stock at issue date.

A summary of changes in the Company’s nonvested restricted shares for the year ended December 31, 2024 and December 31, 2023 follows:


	Shares	Weighted-Average Grant-Date Fair Value, per share
Nonvested at January 1, 2024	52,195	$	18.75
Granted	30,650	11.70
Vested	(34,235)	(18.36)
Forfeited	(1,125)	(16.05)
Nonvested at December 31, 2024	47,485	$	14.54


	Shares	Weighted-Average Grant-Date Fair Value, per share
Nonvested at January 1, 2023	22,000	$	21.52
Granted	46,175	18.30
Vested	(13,935)	(20.01)
Forfeited	(2,045)	(19.41)
Nonvested at December 31, 2023	52,195	$	18.75

At December 31, 2024, there was $384 of total unrecognized compensation cost related to nonvested restricted shares granted under the Equity Plan that is expected to be recognized over a weighted average period of 1.1 years. The total fair value of shares vested during the year ended December 31, 2024 and December 31, 2023 was $440 and $252, respectively.

Stock Options

The Equity Plan permits the grant of stock options to the Company’s employees and directors for up to 15% of the total number of shares of Company common stock issued and outstanding, up to 1,500,000 shares. Option awards are

granted with an exercise price equal to the market price of the Company’s common stock at the date of grant. The market price of the Company’s common stock is the closing sales price of the Common Stock on Nasdaq on the date of the grant. Those option awards generally have a vesting period of 5 years for employees and 3 years for directors and have 10-year contractual terms.

The fair value of each option award is estimated on the date of grant using a closed form option valuation (Black-Scholes) model that uses the assumptions noted in the table below. Expected volatility is based on an average of historical volatility of peer financial institutions. The expected term of options granted represents the period of time that options granted are expected to be outstanding, which takes into account that the options are not transferable. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant.

A summary of the activity in the Equity Plan for the year ended December 31, 2024 and December 31, 2023 follows:


	Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value
Outstanding at January 1, 2024	367,033	$	15.68


Forfeited	(2,970)	(15.52)

Outstanding at December 31, 2024	364,063	$	15.68	4.65	$	—
Vested and exercisable at December 31, 2024	349,385	$	15.71	4.61	$	—


	Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value
Outstanding at January 1, 2023	405,688	$	15.67

Exercised	(30,375)	(15.71)
Forfeited	(8,280)	(15.46)

Outstanding at December 31, 2023	367,033	$	15.68	5.67	$	—
Vested and exercisable at December 31, 2023	322,902	$	15.79	5.53	$	—

There were no options granted during the year ended December 31, 2024 or December 31, 2023. Total unrecognized compensation cost related to nonvested stock options granted under the Equity Plan was $21 at December 31, 2024. This cost is expected to be recognized over a weighted average period of 0.4 years.

About Stock Compensation Disclosures

Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.

Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.

BayFirst Financial Corp. Stock Compensation Disclosure

About Stock Compensation Disclosures

Other Available Disclosures