Affinity Bancshares EVP stock converted in merger
Affinity Bancshares, Inc. executive vice president of lending Elizabeth Galazka reported dispositions of directly and indirectly held common stock and stock options on August 1, 2026, in connection with a merger.
Rhea-AI Filing Summary
Affinity Bancshares, Inc. executive vice president of lending Elizabeth Galazka reported dispositions of directly and indirectly held common stock and stock options on August 1, 2026, in connection with a merger. Under the merger agreement, each common share, including holdings by her spouse, IRAs and ESOP, was converted into the right to receive $23.00 in cash. Each reported stock option, covering 22,671, 5,000, 5,000 and 10,000 underlying shares, respectively, was converted into the right to receive $23.00 per underlying share minus the option’s exercise price, and non-derivative post-transaction common stock holdings are reported as zero shares.
Positive
- None.
Negative
- None.
Insider Trade Summary
Disposition: 61,377 shares
Disposition
9 txns
Insider
Galazka Elizabeth
Role
EVP-Lending
| 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 | 23,302 | -- | -- |
| Disposition | Common Stock F1 | 1,100 | -- | -- |
| Disposition | Common Stock F1 | 12,000 | -- | -- |
| Disposition | Common Stock F1 | 18,000 | -- | -- |
| Disposition | Common Stock F3, F1 | 6,975 | -- | -- |
Holdings After Transaction:
Stock Options — 0 contracts (Direct);
Common Stock — 0 shares (Direct);
Common Stock — 0 shares (Indirect, By Spouse);
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 consideration per common share: $23.00 per share
Cash settlement formula for stock options: $23.00 per share less exercise price
Option underlying shares at $7.7700 strike: 22,671 shares
+5 more
8 metrics
Cash consideration per common share
$23.00 per share
Each issued and outstanding share of common stock converted into this cash amount under the merger agreement
Cash settlement formula for stock options
$23.00 per share less exercise price
Each stock option converted into the right to receive this per-share amount under the merger
Option underlying shares at $7.7700 strike
22,671 shares
Stock option with $7.7700 exercise price and 2030-04-30 expiration converted to cash right
Option underlying shares at $14.8500 strike
5,000 shares
Stock option with $14.8500 exercise price and 2032-07-01 expiration converted to cash right
Direct common shares disposed
23,302 shares
Directly held common stock converted into right to receive $23.00 cash per share on 2026-08-01
Spouse’s IRA common shares disposed
18,000 shares
Common stock held indirectly by spouse’s IRA converted into $23.00 per share cash right
ESOP common shares disposed
6,975 shares
ESOP-held shares attributed to Galazka converted into $23.00 per share cash right
Common stock holdings after transactions
0 shares
Non-derivative post-transaction common stock holdings reported as zero for direct and indirect accounts
Key Terms
Agreement and Plan of Merger, cash consideration, stock option, Section 16 of the Securities Exchange Act of 1934, +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.
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.
Section 16 of the Securities Exchange Act of 1934 regulatory
"Reflects 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.
Employee Stock Ownership Plan financial
"nature_of_ownership: By ESOP, indicating Employee Stock Ownership Plan holdings"
An employee stock ownership plan (ESOP) is a company-run program that gives workers ownership stakes by allocating or letting them buy company shares, often through a retirement-style account. For investors, ESOPs matter because they align employees’ incentives with company performance—like turning staff into shareholders—which can boost productivity and long-term value but may also concentrate employee retirement savings in company stock, affecting financial risk and share demand.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transaction did AFBI executive Elizabeth Galazka report?
Elizabeth Galazka reported dispositions of common stock and stock options on August 1, 2026, tied to a merger. Her directly and indirectly held AFBI shares and certain options were converted into rights to receive cash consideration under a previously signed merger agreement.
How were Elizabeth Galazka’s AFBI stock options treated in the merger?
Each reported AFBI stock option was converted into the right to receive $23.00 per underlying share minus the option’s exercise price. This applied to options over 22,671, 5,000, 5,000 and 10,000 shares with exercise prices of $7.7700, $14.8500, $14.4000 and $14.4900, respectively.
What happened to Elizabeth Galazka’s directly held AFBI common stock?
Galazka’s directly held AFBI common stock of 23,302 shares was disposed of on August 1, 2026, in an issuer-related transaction. These shares were converted into the right to receive $23.00 in cash per share, and her direct post-transaction common stock holdings are reported as zero.
Was Galazka’s AFBI Form 4 transaction an open market sale?
No. The reported transactions reflect issuer-related dispositions under an Agreement and Plan of Merger. Common shares and options were converted into cash rights at $23.00 per share, rather than being sold on the open market at a quoted trading price.
AI-generated analysis. How Rhea-AI works. Not financial advice.
