Affinity Bancshares (NASDAQ: AFBI) director receives $23 per share cash in merger
Rhea-AI Filing Summary
Affinity Bancshares, Inc. director Ginn Marshall L. reported issuer-directed dispositions dated August 1, 2026 tied to a cash merger. Common stock blocks of 13,094 and 7,708 shares and stock options over 5,000, 10,500 and 16,747 underlying shares were converted into the right to receive $23.00 cash per share, with options paid $23.00 less their exercise price.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 20,802 shares
Net Sell
5 txns
Insider
Ginn Marshall L.
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Options F2 | -- | -- | -- |
| Disposition | Stock Options F2 | -- | -- | -- |
| Disposition | Stock Options F2 | -- | -- | -- |
| Disposition | Common Stock F1 | 13,094 | -- | -- |
| Disposition | Common Stock F1 | 7,708 | -- | -- |
Holdings After Transaction:
Stock Options — 0 shares (Direct);
Common Stock — 0 shares (Direct)
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
Common stock block disposed: 13,094 shares
Additional common stock block disposed: 7,708 shares
+3 more
6 metrics
Cash consideration per common share
$23.00
Each issued and outstanding share of common stock converted into the right to receive cash
Common stock block disposed
13,094 shares
Common stock converted into the right to receive $23.00 cash consideration under the Merger Agreement
Additional common stock block disposed
7,708 shares
Second block of common stock converted into the right to receive $23.00 cash consideration
Option underlying shares at $14.4900
5,000 shares
Stock option with $14.4900 exercise price converted into cash of $23.00 minus exercise price per share
Option underlying shares at $14.8700
10,500 shares
Stock option with $14.8700 exercise price converted into cash of $23.00 minus exercise price per share
Option underlying shares at $11.1400
16,747 shares
Stock option with $11.1400 exercise price converted into cash of $23.00 minus exercise price per share
Key Terms
Agreement and Plan of Merger, Merger Agreement, Disposition to issuer, stock option
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.
Disposition to issuer regulatory
"transaction code description "Disposition to issuer" for these entries"
stock option financial
"each stock option was converted into the right to receive $23.00 cash"
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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What insider transactions did Ginn Marshall L. report for AFBI on this Form 4?
Ginn Marshall L. reported issuer-directed dispositions on August 1, 2026. Two common stock blocks of 13,094 and 7,708 shares and three stock option grants over 5,000, 10,500 and 16,747 underlying shares were converted in connection with a cash merger.
How were AFBI stock options held by Ginn Marshall L. treated under the merger?
Each stock option was converted into the right to receive $23.00 in cash per underlying share, less the exercise price of that option. Reported grants covered 5,000, 10,500 and 16,747 underlying shares with exercise prices of $14.4900, $14.8700 and $11.1400, respectively.
Were the AFBI insider transactions made under a Rule 10b5-1 trading plan?
The Rule 10b5-1 checkbox for this filing is not checked, indicating the dispositions were not affirmatively reported as made under a Rule 10b5-1 trading plan. The footnotes describe merger consideration mechanics but do not reference any pre-arranged trading plan.
What are the key dates and terms of the AFBI merger affecting this Form 4?
An Agreement and Plan of Merger dated March 30, 2026 provided that each common share receives $23.00 cash and each stock option receives $23.00 minus its exercise price. The related insider dispositions are dated August 1, 2026.
What were the exercise prices and expirations of the AFBI options in this Form 4?
Reported stock options had exercise prices of $14.4900 (expiring November 16, 2033), $14.8700 (expiring May 24, 2032) and $11.1400 (expiring April 23, 2029), each converted into cash equal to $23.00 per share less the respective exercise price.