Affinity Bancshares EVP stock converted in merger
Affinity Bancshares, Inc. EVP and CCO Nelson Clark reported equity dispositions tied to a merger.
Rhea-AI Filing Summary
Affinity Bancshares, Inc. EVP and CCO Nelson Clark reported equity dispositions tied to a merger. On 2026-08-01, all reported common shares, including 12,129 held directly plus additional shares via an IRA and ESOP, were converted into the right to receive $23.00 cash per share under an Agreement and Plan of Merger. Stock options on 22,671, 5,000, 7,500 and 10,000 underlying shares with stated exercise prices between $7.77 and $14.85 were also converted into cash equal to $23.00 minus the exercise price per underlying share. After these transactions, this report shows no remaining common stock holdings for Clark.
Positive
- None.
Negative
- None.
Insider Trade Summary
Disposition: 20,502 shares
Disposition
7 txns
Insider
Nelson Clark
Role
EVP and CCO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Options F2 | -- | -- | -- |
| Disposition | Stock Options F2 | -- | -- | -- |
| Disposition | Stock Options F2 | -- | -- | -- |
| Disposition | Stock Options F2 | -- | -- | -- |
| Disposition | Common Stock F1 | 12,129 | -- | -- |
| Disposition | Common Stock F1 | 1,000 | -- | -- |
| Disposition | Common Stock F3, F1 | 7,373 | -- | -- |
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 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
Merger cash consideration: $23.00 per share
Direct common shares disposed: 12129.0000 shares
IRA common shares disposed: 1000.0000 shares
+4 more
7 metrics
Merger cash consideration
$23.00 per share
Each issued and outstanding common share converted into the right to receive $23.00 cash.
Direct common shares disposed
12129.0000 shares
Directly held common stock converted to cash on 2026-08-01.
IRA common shares disposed
1000.0000 shares
Indirect common stock held by IRA converted to cash on 2026-08-01.
ESOP common shares disposed
7373.0000 shares
Indirect ESOP-related common shares converted; footnote notes not required under Section 16.
Option underlying shares (grant 1)
22671.0000 shares
Stock options at $7.7700 exercise price, expiring 2030-04-30, converted to cash.
Option exercise price (grant 1)
$7.7700 per share
Exercise price used to calculate cash as $23.00 minus $7.7700 per underlying share.
Option exercise price (grant 2)
$14.8500 per share
Exercise price for options on 5000.0000 underlying shares expiring 2032-07-01.
Key Terms
Agreement and Plan of Merger, Merger Agreement, Section 16 of the Securities Exchange Act of 1934, ESOP, +1 more
5 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 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.
ESOP financial
"Indirect ownership marked as "By ESOP" for certain common stock holdings"
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.
disposition to issuer financial
"Transaction code D described as a disposition to issuer for these entries"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did Nelson Clark of AFBI report in this Form 4?
Nelson Clark, EVP and CCO of Affinity Bancshares (AFBI), reported the disposition of his equity in connection with a merger. His common shares and several stock option grants were converted into rights to receive cash consideration under an Agreement and Plan of Merger.
How were Nelson Clark’s AFBI stock options treated in the merger?
Each AFBI stock option held by Nelson Clark was converted into the right to receive $23.00 in cash minus its exercise price per underlying share. This applied to option grants covering 22,671, 5,000, 7,500 and 10,000 underlying common shares.
Does Nelson Clark retain any AFBI common stock after these transactions?
The Form 4 reports post-transaction holdings of 0.0000 common shares for Clark’s direct, IRA, and ESOP positions. Based on this table, he no longer reports any AFBI common stock holdings following the merger-related cash conversion on 2026-08-01.
Were Nelson Clark’s AFBI transactions made under a Rule 10b5-1 trading plan?
The Form 4’s Rule 10b5-1 checkbox is not marked as affirming such a plan, and the footnotes do not reference one. The dispositions instead occurred pursuant to the Merger Agreement that set the $23.00 per share cash consideration.
AI-generated analysis. How Rhea-AI works. Not financial advice.
