Village Bank & Trust Financial Corp.: M&A transaction — Village Bank & Trust Financial Corp. acquired by TowneBank for $80.25 per share cash

Village Bank & Trust Financial Corp.

Each VBFC share converted to $80.25 cash; stock delisted from Nasdaq effective April 1, 2025.
Former CEO James E. Hendricks named Senior EVP of TowneBank; former director Frank E. Jenkins appointed to TowneBank board.
All VBFC directors ceased; Village's corporate existence ended; articles and bylaws replaced by TowneBank's.
Transaction closed April 1, 2025 under Merger Agreement dated September 23, 2024.

item 2.01 item 3.01 item 3.03 item 5.01 item 5.02 item 5.03 item 9.01

Executive movements

Machine-extracted from this filing. Every card cites the SEC source. See all recent executive movements.

Departed

Frank E. Jenkins, Jr.

Director

Village Bank & Trust Financial Corp.

Effective: 2025-04-01
Filed: April 1, 2025, 7:59 PM ET

Frank E. Jenkins, Jr., a former director of Village, was appointed to the board of directors of TowneBank effective as of the effective time of the Transaction.

Departed

James E. Hendricks, Jr.

President and Chief Executive Officer

Village Bank & Trust Financial Corp.

Effective: 2025-04-01
Filed: April 1, 2025, 7:59 PM ET

James E. Hendricks, Jr., former President and Chief Executive Officer of Village, became a Senior Executive Vice President of TowneBank at the effective time of the Transaction.

Key facts

Extracted from this filing and checked against the source text.

Executive change SEC 8-K Item 5.02 confidence 0.95

Frank E. Jenkins, Jr. departed as Director at Village Bank & Trust Financial Corp..

Action: ceased serving
Role: Director

Exact text from the filing

Frank E. Jenkins, Jr., a former director of Village, was appointed to the board of directors of TowneBank effective as of the effective time of the Transaction.

View on SEC.gov

Executive change SEC 8-K Item 5.02 confidence 0.95

James E. Hendricks, Jr. departed as President and Chief Executive Officer at Village Bank & Trust Financial Corp..

Action: ceased serving
Role: President and Chief Executive Officer

Exact text from the filing

James E. Hendricks, Jr., former President and Chief Executive Officer of Village, became a Senior Executive Vice President of TowneBank at the effective time of the Transaction.

View on SEC.gov

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Village Bank & Trust Financial Corp. underwent a change of control involving TowneBank for $80.25 per share in cash (closed 2025-04-01).

Action: change of control
Counterparty: TowneBank
Consideration: $80.25 per share in cash
Closing: 2025-04-01

Exact text from the filing

and Second Step Merger, the “Transaction”). Upon completion of the First Step Merger, each outstanding share of Village common stock was converted into the right to receive $80.25, without interest, in cash (the “Merger Consideration”), and each share of Village common stock was cancelled and retired. Each Village restricted stock award that was unvested

View on SEC.gov

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Source: SEC EDGAR

accession 0001558370-25-004237

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