What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2025-03-31 compared with 2024-05-20 · 37 added, 49 removed, 28 unchanged (75% of the section changed)

1 unchanged sentence

Our common stock is traded on the Nasdaq Capital Market under the symbol “BYFC.”

The closing sale price for our common stock on the Nasdaq Capital Market on April 30, 2024 was $4.96 per share.

As of April 25, 2024, we had 5,805 stockholders of record.

As of April 30, 2024, we had 6,033,212

shares of Class A voting common stock outstanding, 1,425,574 shares of Class B non‑voting common stock outstanding and 1,672,562 shares of Class C non-voting stock outstanding.

Our non‑voting common stock (Class B and Class C) is not listed for

trading on the Nasdaq Capital Market, but our Class C stock is convertible into our voting common stock in connection with certain sale or other transfer transactions.

In general, we may pay dividends out of funds legally available for that purpose at such times as our Board of Directors determines that dividend payments are appropriate, after considering our

net income, capital requirements, financial condition, alternate investment options, prevailing economic conditions, industry practices and other factors deemed to be relevant at the time.

We suspended our prior policy of paying regular cash

dividends in May 2010 in order to retain capital for reinvestment in the Company’s business.

On October 31, 2023, the Company effected a reverse stock split of the Company’s outstanding shares of Class A common stock, Class B common stock, and Class C

common stock, par value $0.01 per share, at a ratio of 1-for-8 (the “Reverse Stock Split”).

The shares of Class A Common Stock listed on The Nasdaq Capital Market commenced trading on The Nasdaq Capital Market on a post- Reverse Stock Split

adjusted basis at the open of business on November 1, 2023.

As a result of the Reverse Stock Split, the number of issued and outstanding shares of common stock immediately prior to the Reverse Stock Split was reduced such that every 8

shares of common stock held by a stockholder immediately prior to the Reverse Stock Split were combined and reclassified into one share of common stock.

All common stock share amounts and per share numbers discussed herein have been

retroactively adjusted, as applicable, for the Reverse Stock Split.

The closing sale price for our common stock on the Nasdaq Capital Market on March 21, 2025 was $7.59 per share.

As of February 28, 2025, we had 331 registered stockholders.

As of February 28,

2025, we had 6,022,227 shares of Class A voting common stock outstanding, 1,425,574 shares of Class B non‑voting common stock outstanding and 1,672,562 shares of Class C non-voting stock outstanding.

Our non‑voting common stock (Class B and

Class C) is not listed for trading on the Nasdaq Capital Market, but our Class C stock is convertible into our voting common stock in connection with certain sale or other transfer transactions.

In general, we may pay dividends out of funds legally available for that purpose at such times as our Board determines that dividend payments are appropriate, after considering our net income,

capital requirements, financial condition, alternate investment options, prevailing economic conditions, industry practices and other factors deemed to be relevant at the time.

We suspended our prior policy of paying regular cash dividends in

May 2010 in order to retain capital for reinvestment in the Company’s business.

On October 31, 2023, the Company effected a reverse stock split of the Company’s outstanding shares of Class A common stock, Class B common stock, and Class C common stock, par value $0.01 per

share, at a ratio of 1-for-8 (the “Reverse Stock Split”).

The shares of Class A Common Stock listed on The Nasdaq Capital Market commenced trading on The Nasdaq Capital Market on a post-Reverse Stock Split adjusted basis at the open of

business on November 1, 2023.

As a result of the Reverse Stock Split, the number of issued and outstanding shares of common stock immediately prior to the Reverse Stock Split was reduced such that every 8 shares of common stock held by a

stockholder immediately prior to the Reverse Stock Split were combined and reclassified into one share of common stock.

All common stock share amounts and per share numbers discussed herein have been retroactively adjusted, as applicable,

for the Reverse Stock Split.

Unregistered Sales of Equity Securities

Repurchases of Equity Securities

(a) Total number of share purchased (1)

(b) Average price paid per share (1)

(d) Maximum number (or approximate dollar value) or shares that may yet be purchased under the plans or programs

November 2023

December 2023

(1) Share and per share amounts have been retroactively adjusted, as applicable, for the 1-for-8 reverse stock split

effective November 1, 2023.

(2) On October 31, 2023 the Company purchased 244,771 shares of its Class A (voting) Common Stock (adjusted for the

1-for-8 reverse stock split effective November 1, 2023) from the Federal Deposit Insurance Corporation (“FDIC”), which obtained the shares when it was appointed receiver for First Republic Bank upon its closure earlier in 2023.

purchased shares represented just under 4.0% of the Company’s total voting shares prior to the purchase, and over 2.6% of the Company’s total common equity.

The Company purchased the shares at a price of $7.2760 per share (adjusted for

the 1-for-8 reverse stock split effective November 1, 2023), which represented the 20-day volume weighted average price for the Class A shares over the period ended October 24, 2023.

The purchase was financed from cash on hand and the

shares were retired.

Equity Compensation Plan Information

19 unchanged sentences

Equity compensation plans not approved by security holders:

On June 21, 2023, the Company issued 92,720 shares of restricted stock to its officers and employees under the Amended and Restated 2018 Long-Term

Incentive Plan (“LTIP”), of which 11,237 shares have been forfeited as of December 31, 2023.

In May 2024 and February 2023, the Company awarded 19,832 and 9,230 shares of common stock, respectively, to its directors under the LTIP, which are fully vested.

The Company recorded $96

thousand and $95 thousand of compensation expense in the years ended December 31, 2024 and December 31, 2023, respectively, based on the fair value of the stock on the date of the award.

On March 26, 2024 and April 5, 2024, the Company issued 126,083 shares of restricted stock to its officers and employees under the Amended and Restated 2018 Long-Term Incentive Plan (“LTIP”), of

which 13,015 shares have been forfeited as of December 31, 2024.

Each restricted stock award was valued based on the fair value of the stock on the date of the award.

These awarded shares of restricted stock fully

vest over periods ranging from 36 months to 60 months from their respective dates of grant.

These awarded shares of restricted stock fully vest over periods ranging

from 36 months to 60 months from their respective dates of grant.

Stock-based compensation is recognized on a straight-line basis over the vesting period.

During the year ended December 31, 2023, the Company recorded

$104 thousand of stock-based compensation expense related to these restricted stock awards.

In February 2023 and 2022, the Company awarded 9,230 and 5,898 shares of common stock, respectively, to its directors under the LTIP, which are

fully vested.

The Company recorded $95 thousand and $84 thousand of compensation expense in the years ended December 31, 2023 and December 31, 2022, respectively, based on the fair value of the stock on the date of the award.

In March 2022, the Company issued 61,908 shares of restricted stock to its officers and employees under the LTIP, of which 17,012 shares have

been forfeited as of December 31, 2023.

Each restricted stock award was valued based on the fair value of the stock on the date of the award.

These awarded shares of restricted stock fully vest over periods ranging from 36 months to 60 months

from their respective dates of grant.

During the year ended December 31, 2024, the Company recorded $108 thousand of

stock-based compensation expense related to these restricted stock awards.

On June 21, 2023, the Company issued 92,720 shares of restricted stock to its officers and employees under the LTIP, of which 23,997 shares have been forfeited as of December 31, 2024.

restricted stock award was valued based on the fair value of the stock on the date of the award.

These awarded shares of restricted stock fully vest over periods ranging from 36 months to 60 months from their respective dates of grant.

Stock-based compensation is recognized on a straight-line basis over the vesting period.

During 2023 and 2022, the Company recorded $139 thousand and $133 thousand of stock-based compensation expense

related to shares awarded to employees.

During the years ended December 31, 2024 and 2023, the Company recorded $113 thousand and $104 thousand, respectively, of stock-based compensation

expense related to these restricted stock awards.

In March 2022, the Company issued 61,908 shares of restricted stock to its officers and employees under the LTIP, of which 21,276 shares have been forfeited as of December 31, 2024.

restricted stock award was valued based on the fair value of the stock on the date of the award.

These awarded shares of restricted stock fully vest over periods ranging from 36 months to 60 months from their respective dates of grant.

Stock-based compensation is recognized on a straight-line basis over the vesting period.

During 2024 and 2023, the Company recorded $88 thousand and $106 thousand of stock-based compensation expense related to shares awarded to employees.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity