---
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"
generated_at: "2026-05-24T00:21:36.353571+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 1.0
calibrated_materiality_score: 1.0
confidence: "high"
source: SEC EDGAR
---

# Village Bank & Trust Financial Corp. acquired by TowneBank for $80.25 per share cash

## Summary
- 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.

## SEC filing metadata
- accession: 0001558370-25-004237
- form_type: 8-K
- cik: 0001290476
- company_name: Village Bank & Trust Financial Corp.
- filed_at: 2025-04-01T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 1.0
- calibrated_materiality_score: 1.0
- confidence: high
- sec_items: 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001558370-25-004237
- JSON: https://secwatch.observer/filing/0001558370-25-004237.json
- Plain text: https://secwatch.observer/filing/0001558370-25-004237.txt

## Key facts
- Executive change
  Frank E. Jenkins, Jr. departed as Director at Village Bank & Trust Financial Corp..
  - Action: ceased serving
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1290476/000155837025004237/0001558370-25-004237-index.htm
- Executive change
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1290476/000155837025004237/0001558370-25-004237-index.htm
- M&A Transactions
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1290476/000155837025004237/0001558370-25-004237-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.