Affinity Bancshares (AFBI) director’s shares converted to $23 cash in merger
Rhea-AI Filing Summary
Affinity Bancshares, Inc. director Howard G. Roberts reported dispositions tied to a completed merger. Under the Merger Agreement, 23,941 directly held and 2,906 indirectly held common shares were converted into the right to receive $23.00 per share in cash. Stock options over 5,000, 10,500 and 16,747 underlying common shares, with exercise prices of $14.49, $14.87 and $11.14, were converted into cash equal to $23.00 minus each option’s exercise price.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 26,847 shares
Net Sell
5 txns
Insider
Roberts Howard G
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Options F2 | -- | -- | -- |
| Disposition | Stock Options F2 | -- | -- | -- |
| Disposition | Stock Options F2 | -- | -- | -- |
| Disposition | Common Stock F1 | 23,941 | -- | -- |
| Disposition | Common Stock F1 | 2,906 | -- | -- |
Holdings After Transaction:
Stock Options — 0 shares (Direct);
Common Stock — 0 shares (Direct);
Common Stock — 0 shares (Indirect, As Custodian for Grandchildren)
Footnotes (2)
- F1. Pursuant to the Agreement and Plan of Merger, dated March 30, 2026, by and among the Issuer, Affinity Bank, National Association, Fidelity BancShares (N.C.), Inc., The Fidelity Bank, and TFB Merger Subsidiary, Inc. (the "Merger Agreement"), each issued and outstanding share of Issuer common stock was converted into the right to receive $23.00 cash consideration.
- F2. Pursuant to the Merger Agreement, each stock option was converted into the right to receive $23.00 cash consideration less the exercise price of such option
Key Figures
Cash consideration per common share: $23.00
Direct common shares converted: 23941.0000 shares
Indirect common shares converted: 2906.0000 shares
+3 more
6 metrics
Cash consideration per common share
$23.00
Each issued and outstanding share of common stock converted into right to receive cash
Direct common shares converted
23941.0000 shares
Directly held AFBI common stock converted to $23.00 per share cash
Indirect common shares converted
2906.0000 shares
Shares held as custodian for grandchildren converted to $23.00 per share cash
Options underlying shares (grant 1)
5000.0000 shares
Stock options at $14.4900 exercise price converted to $23.00 minus exercise price
Options underlying shares (grant 2)
10500.0000 shares
Stock options at $14.8700 exercise price converted to $23.00 minus exercise price
Options underlying shares (grant 3)
16747.0000 shares
Stock options at $11.1400 exercise price converted to $23.00 minus exercise price
Key Terms
Agreement and Plan of Merger, cash consideration, stock option, Disposition to issuer
4 terms
Agreement and Plan of Merger regulatory
"Pursuant to the Agreement and Plan of Merger, dated March 30, 2026"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
cash consideration financial
"each issued and outstanding share of Issuer common stock was converted into the right to receive $23.00 cash consideration"
Cash consideration is the actual money paid to buy a company, asset, or stake rather than payment in shares or other forms. For investors it matters because cash payments deliver immediate, certain value and affect the buyer’s and seller’s cash reserves and balance sheets—like selling a car for cash versus taking a trade-in, one side gets instant spending power while the other changes its liquidity and risk profile.
stock option financial
"each stock option was converted into the right to receive $23.00 cash consideration less the exercise price"
A stock option is a contract that gives you the right to buy or sell a company's stock at a specific price within a certain time frame. People use them to potentially make money if the stock's price moves favorably or to protect against losses. It's like holding a coupon that can be used to buy or sell stock at a set price later on.
Disposition to issuer financial
"transaction_code_description": "Disposition to issuer""
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What happened to Howard G. Roberts’ AFBI stock options in the merger?
His AFBI stock options over 5,000, 10,500 and 16,747 underlying shares, with exercise prices of $14.49, $14.87 and $11.14, were converted into the right to receive $23.00 minus the exercise price for each underlying share.
Were the AFBI insider transactions made under a Rule 10b5-1 trading plan?
The Form 4’s Rule 10b5-1 checkbox is not marked, and the footnotes do not describe a trading plan. The reported AFBI stock and option dispositions are disclosed as merger-related conversions, not as transactions executed under a pre-arranged trading plan.
Does Howard G. Roberts retain AFBI common stock after these reported transactions?
For the reported positions, the Form 4 shows 0.0000 shares of AFBI common stock following the transactions, both for directly held and custodian-held shares. This reflects the conversion of those shares into merger cash consideration under the Agreement and Plan of Merger.
How are indirect AFBI holdings by Howard G. Roberts treated in this filing?
Roberts reported 2,906.0000 AFBI shares held indirectly "As Custodian for Grandchildren," which were converted into the right to receive $23.00 per share in cash. After the merger-related disposition, the reported indirect common stock holdings for this position are 0.0000 shares.