Affinity Bancshares COO equity converted in merger
Affinity Bancshares, Inc. Chief Operations Officer Robert Vickers reported dispositions of equity tied to the company’s merger under the Merger Agreement.
Rhea-AI Filing Summary
Affinity Bancshares, Inc. Chief Operations Officer Robert Vickers reported dispositions of equity tied to the company’s merger under the Merger Agreement. Each common share was converted into the right to receive $23.00 in cash, and each stock option into cash equal to $23.00 minus its exercise price. The report covers 2,608 directly held shares, 4,768 ESOP shares, and stock options over 13,602 and two blocks of 10,000 underlying shares, leaving no reported AFBI common stock holdings.
Positive
- None.
Negative
- None.
Insider Trade Summary
Disposition: 7,376 shares
Disposition
5 txns
Insider
Vickers Robert
Role
Chief Operations Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Options F2 | -- | -- | -- |
| Disposition | Stock Options F2 | -- | -- | -- |
| Disposition | Stock Options F2 | -- | -- | -- |
| Disposition | Common Stock F1 | 2,608 | -- | -- |
| Disposition | Common Stock F3, F1 | 4,768 | -- | -- |
Holdings After Transaction:
Stock Options — 0 contracts (Direct);
Common Stock — 0 shares (Direct);
Common Stock — 0 shares (Indirect, By ESOP)
Footnotes (3)
- 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.
- F3. Reflects transaction not required to be reported pursuant to Section 16 of the Securities Exchange Act of 1934, as amended
Key Figures
Direct common shares disposed: 2608.0000 shares
Indirect ESOP shares disposed: 4768.0000 shares
Merger cash consideration per common share: $23.00 per share
+4 more
7 metrics
Direct common shares disposed
2608.0000 shares
Common stock returned to issuer in merger; holdings after transaction 0.0000 shares
Indirect ESOP shares disposed
4768.0000 shares
Common stock held By ESOP and converted in merger-related transaction
Merger cash consideration per common share
$23.00 per share
Each issued and outstanding share of common stock converted into right to receive $23.00 cash
Option exercise price (first grant)
7.7700 per share
Stock options over 13602.0000 underlying shares; expiration 2030-04-30
Option exercise price (second grant)
14.8500 per share
Stock options over 10000.0000 underlying shares; expiration 2032-07-01
Underlying shares (first option grant)
13602.0000 shares
Common stock underlying stock options disposed to issuer in merger
Underlying shares (second option grant)
10000.0000 shares
Common stock underlying a separate stock option grant disposed to issuer
Key Terms
Agreement and Plan of Merger, Merger Agreement, ESOP, Section 16 of the Securities Exchange Act of 1934
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.
Merger Agreement regulatory
"Pursuant to the Merger Agreement, each stock option was converted"
A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.
ESOP financial
"Indirect ownership noted as By ESOP for certain AFBI shares"
An Employee Stock Ownership Plan (ESOP) is a program that gives employees ownership shares in their company, often as part of their benefits package. It acts like a company-sponsored savings plan, allowing workers to have a stake in the company's success, which can boost motivation and loyalty. For investors, ESOPs can influence company decisions and stock value, making them an important aspect of corporate ownership and governance.
Section 16 of the Securities Exchange Act of 1934 regulatory
"Not required to be reported pursuant to Section 16 of the Securities Exchange Act of 1934"
A provision of federal securities law that requires company insiders—directors, officers and large shareholders—to publicly report their stock holdings and trades and to surrender any “short-swing” profits from purchases and sales within a six-month window. It acts like a rule that forces leaders to announce their trades and prevents quick buy-sell windfalls, giving investors transparency into insider activity and reducing opportunities for unfair gain.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider activity did AFBI report for Chief Operations Officer Robert Vickers?
Robert Vickers reported dispositions of AFBI equity tied to a merger. The transactions cover 2,608 directly held shares, 4,768 ESOP shares, and stock options over 13,602 and two blocks of 10,000 underlying shares, all converted to cash consideration.
How were AFBI stock options held by Robert Vickers affected by the merger?
Each stock option was converted into the right to receive $23.00 in cash minus its exercise price. Vickers’ reported options covered 13,602, 10,000 and 10,000 underlying AFBI common shares, all cancelled in exchange for this cash-based merger consideration.
Did Robert Vickers retain any AFBI common stock after these Form 4 transactions?
No AFBI common stock holdings are reported after these transactions. Direct holdings of 2,608 shares and indirect 4,768 ESOP shares show 0 shares following disposition, reflecting full conversion to cash rights under the merger terms.
Were the AFBI insider transactions by Robert Vickers under a Rule 10b5-1 trading plan?
The Rule 10b5-1 checkbox is not marked as affirmatively used. The transactions are described instead as merger-driven conversions of stock and options into cash consideration, rather than sales executed under a pre-arranged trading plan.
AI-generated analysis. How Rhea-AI works. Not financial advice.
