Bayfirst Financial Corp

This proposal asks shareholders to grant the Board authority to adjourn the Annual Meeting if there are insufficient votes to elect the nominated directors under Proposal 1, thereby permitting further solicitation of proxies. Management is seeking this approval as a procedural safeguard to ensure the Company can obtain the votes necessary to constitute an elected Board without having to reconvene a separate, fully noticed meeting, which would be more costly and disruptive. The proposal is rooted in the mechanics of proxy voting and plurality election rules — if nominees do not receive enough votes at the scheduled meeting, adjournment allows additional outreach to shareholders. The Board frames this as a routine governance measure intended to protect shareholder interests by avoiding an unfilled or contested Board that could impair oversight and continuity. The Board recommends voting for the adjournment because it increases the likelihood that the Company can secure a quorum and sufficient affirmative votes to elect directors, thereby maintaining stable governance and execution of strategy. While largely procedural, adjournment authority can affect shareholder rights by delaying final vote outcomes and consolidating the solicitation process; it could, in rare circumstances, be used strategically to extend solicitation windows. The filing limits potential notice obligations for adjournments under 30 days, stating no separate notice will be given other than an announcement at the meeting, which shareholders should note as it reduces formal notification burden. Overall, the proposal is non-controversial and common in proxy practices, but shareholders should weigh the trade-off between administrative efficiency for the Company and the transparency/timing of final vote results.