{"schema_version":"secwatch.filing_event.v1","accession":"0001558370-25-004237","form_type":"8-K","ticker":null,"cik":"0001290476","company_name":"Village Bank & Trust Financial Corp.","filed_at":"2025-04-01T23:59:59+00:00","discovered_at":"2026-05-14T18:02:47.852306+00:00","generated_at":"2026-05-24T00:21:36.353571+00:00","sec_items":["2.01","3.01","3.03","5.01","5.02","5.03","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":1.0,"calibrated_materiality_score":1.0,"confidence":"high","headline":"Village Bank & Trust Financial Corp. acquired by TowneBank for $80.25 per share cash","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001558370-25-004237","json":"https://secwatch.observer/filing/0001558370-25-004237.json","markdown":"https://secwatch.observer/filing/0001558370-25-004237.md","text":"https://secwatch.observer/filing/0001558370-25-004237.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1290476/000155837025004237/0001558370-25-004237-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1290476/000155837025004237/vbfc-20250401x8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-24T00:21:36.353571+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"4263b1d921","claim":"Frank E. Jenkins, Jr. departed as Director at Village Bank & Trust Financial Corp..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1290476/000155837025004237/0001558370-25-004237-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased serving"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"87e13f88ce","claim":"James E. Hendricks, Jr. departed as President and Chief Executive Officer at Village Bank & Trust Financial Corp..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1290476/000155837025004237/0001558370-25-004237-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased serving"},{"label":"Role","value":"President and Chief Executive Officer"}],"fact_type":"executive_change"},{"claim_id":"091dcf5a4e5362be0d2ae9c1e3ca668c6c0a1e36","claim":"Village Bank & Trust Financial Corp. underwent a change of control involving TowneBank for $80.25 per share in cash (closed 2025-04-01).","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1290476/000155837025004237/0001558370-25-004237-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"change of control"},{"label":"Counterparty","value":"TowneBank"},{"label":"Consideration","value":"$80.25 per share in cash"},{"label":"Closing","value":"2025-04-01"}],"fact_type":"ma_transaction"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}