Affinity Bancshares CEO equity converted to $23 cash
Affinity Bancshares, Inc. CEO Edward John Cooney reported merger-related dispositions in which the equity positions shown were converted into cash under an Agreement and Plan of Merger dated March 30, 2026.
Rhea-AI Filing Summary
Affinity Bancshares, Inc. CEO Edward John Cooney reported merger-related dispositions in which the equity positions shown were converted into cash under an Agreement and Plan of Merger dated March 30, 2026. Each share of common stock became the right to receive $23.00 in cash, and each stock option became the right to receive $23.00 minus its exercise price. The report covers 77,051 directly held shares, 27,920 shares in an IRA, 5,130 shares in a spouse's IRA and 8,291 shares held through an ESOP, plus stock options over 5,000, 40,000 and 40,808 underlying shares with exercise prices of $14.4000, $14.8500 and $7.7700.
Positive
- None.
Negative
- None.
Insider Trade Summary
Disposition: 118,392 shares
Disposition
7 txns
Insider
Cooney Edward John
Role
CEO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Options F2 | -- | -- | -- |
| Disposition | Stock Options F2 | -- | -- | -- |
| Disposition | Stock Options F2 | -- | -- | -- |
| Disposition | Common Stock F1 | 77,051 | -- | -- |
| Disposition | Common Stock F1 | 27,920 | -- | -- |
| Disposition | Common Stock F1 | 5,130 | -- | -- |
| Disposition | Common Stock F3, F1 | 8,291 | -- | -- |
Holdings After Transaction:
Stock Options — 0 contracts (Direct);
Common Stock — 0 shares (Direct);
Common Stock — 0 shares (Indirect, By IRA);
Common Stock — 0 shares (Indirect, By Spouse's IRA);
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
Cash per common share: $23.00
Direct common shares disposed: 77,051 shares
IRA common shares disposed: 27,920 shares
+5 more
8 metrics
Cash per common share
$23.00
Consideration for each issued and outstanding common share under the merger agreement
Direct common shares disposed
77,051 shares
Direct holdings of common stock reported as disposed in the merger conversion
IRA common shares disposed
27,920 shares
Common stock held indirectly by IRA converted to $23.00 per share cash
Spouse's IRA shares disposed
5,130 shares
Common stock held indirectly by spouse's IRA converted to cash
ESOP shares reported
8,291 shares
Common stock held indirectly through ESOP referenced in the merger-related disposition
Option exercise price
$14.4000
Exercise price for options over 5,000 underlying shares converted to cash rights
Option exercise price
$14.8500
Exercise price for options over 40,000 underlying shares converted to cash rights
Option exercise price
$7.7700
Exercise price for options over 40,808 underlying shares converted to cash rights
Key Terms
Agreement and Plan of Merger, Merger Agreement, Section 16 of the Securities Exchange Act of 1934, ESOP
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.
Section 16 of the Securities Exchange Act of 1934 regulatory
"transaction not required to be reported pursuant to Section 16 of the Securities"
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.
ESOP financial
"8291.0000, direct_or_indirect: I, nature_of_ownership: By ESOP"
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.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider activity did AFBI CEO Edward John Cooney report?
Edward John Cooney reported dispositions of all reported equity positions in connection with a merger. His common stock and stock options were converted into cash rights under a merger agreement, rather than through open-market sales.
What happened to AFBI stock options held by the CEO in this Form 4?
Each reported AFBI stock option was converted into the right to receive $23.00 in cash minus its exercise price. The filing lists options over 5,000, 40,000 and 40,808 underlying shares with exercise prices of $14.4000, $14.8500 and $7.7700.
Is the AFBI CEO’s equity disposition described as a sale or a merger conversion?
The transactions are coded as dispositions to the issuer tied to a merger agreement. Footnotes state that common shares and options were converted into cash rights under the merger, rather than sold in discretionary market transactions.
AI-generated analysis. How Rhea-AI works. Not financial advice.
