VBFC / Village Bank and Trust Financial Corp. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Village Bank and Trust Financial Corp.
US ˙ NasdaqCM ˙ US92705T2006
HINDI NA ACTIVE ANG SIMBONG ITO

Mga Batayang Estadistika
LEI 549300NIJITDSZ8M7H32
CIK 1290476
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Village Bank and Trust Financial Corp.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
April 11, 2025 15-12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 000-50765 VILLAGE BANK AND TRUST FINANCIAL CORP. (Exact name of registrant a

April 7, 2025 S-8 POS

As filed with the Securities and Exchange Commission on April 7, 2025.

As filed with the Securities and Exchange Commission on April 7, 2025. Registration No. 333-281966 Registration No. 333-265890 Registration No. 333-239454 Registration No. 333-205407 Registration No. 333-196893 Registration No. 333-192408 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Registration Statement No. 333-281966 Post-Effective Am

April 7, 2025 S-8 POS

As filed with the Securities and Exchange Commission on April 7, 2025.

As filed with the Securities and Exchange Commission on April 7, 2025. Registration No. 333-281966 Registration No. 333-265890 Registration No. 333-239454 Registration No. 333-205407 Registration No. 333-196893 Registration No. 333-192408 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Registration Statement No. 333-281966 Post-Effective Am

April 7, 2025 S-8 POS

As filed with the Securities and Exchange Commission on April 7, 2025.

As filed with the Securities and Exchange Commission on April 7, 2025. Registration No. 333-281966 Registration No. 333-265890 Registration No. 333-239454 Registration No. 333-205407 Registration No. 333-196893 Registration No. 333-192408 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Registration Statement No. 333-281966 Post-Effective Am

April 7, 2025 S-8 POS

As filed with the Securities and Exchange Commission on April 7, 2025.

As filed with the Securities and Exchange Commission on April 7, 2025. Registration No. 333-281966 Registration No. 333-265890 Registration No. 333-239454 Registration No. 333-205407 Registration No. 333-196893 Registration No. 333-192408 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Registration Statement No. 333-281966 Post-Effective Am

April 7, 2025 S-8 POS

As filed with the Securities and Exchange Commission on April 7, 2025.

As filed with the Securities and Exchange Commission on April 7, 2025. Registration No. 333-281966 Registration No. 333-265890 Registration No. 333-239454 Registration No. 333-205407 Registration No. 333-196893 Registration No. 333-192408 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Registration Statement No. 333-281966 Post-Effective Am

April 7, 2025 S-8 POS

As filed with the Securities and Exchange Commission on April 7, 2025.

As filed with the Securities and Exchange Commission on April 7, 2025. Registration No. 333-281966 Registration No. 333-265890 Registration No. 333-239454 Registration No. 333-205407 Registration No. 333-196893 Registration No. 333-192408 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Registration Statement No. 333-281966 Post-Effective Am

April 7, 2025 POS AM

As filed with the Securities and Exchange Commission on April 7, 2025

As filed with the Securities and Exchange Commission on April 7, 2025 Registration No.

April 1, 2025 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 1, 2025 VILLAGE BANK AND TRUST FINANCIAL CORP. (Exact Name of Registrant as Specified in Charter) Virginia (State or Other Jurisdiction of Incorporation) 0-50765 (Commission Fil

March 26, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTI

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 0-50765 VILLAGE BANK AND TRUST FINANCIAL CORP. (Exact n

March 26, 2025 EX-21

Subsidiaries of Village Bank and Trust Financial Corp

Exhibit 21 Subsidiaries of Village Bank and Trust Financial Corp. Name of Subsidiary State of Organization Village Bank Virginia Village Bank Mortgage Corporation Virginia (wholly-owned subsidiary of Village Bank) Village Insurance Agency, Inc. Virginia (wholly-owned subsidiary of Village Bank) Village Financial Services Corporation Virginia (wholly-owned subsidiary of Village Bank) Southern Commu

March 26, 2025 EX-4.3

Description of Village Bank and Trust Financial Corp.’s Securities.

Exhibit 4.3 DESCRIPTION OF VILLAGE BANK AND TRUST FINANCIAL CORP.’S SECURITIES As of December 31, 2022, the common stock of Village Bank and Trust Financial Corp. (the “Company”) was the only class of its securities registered under Section 12 of the Securities Exchange Act of 1934. The following summary description of the material features of the Company’s common stock does not purport to be comp

March 26, 2025 EX-19

Insider Trading Policy

Exhibit 19 INSIDER TRADING POLICY And Guidelines with Respect to Certain Transactions in Company Securities Board Approved August 27, 2024 Purpose This Insider Trading Policy (the “Policy”) provides guidelines to directors, executive officers and employees of Village Bank and Trust Financial Corp.

February 25, 2025 EX-99.1

VILLAGE BANK AND TRUST FINANCIAL CORP. ANNOUNCES QUARTERLY CASH DIVIDEND

Exhibit 99.1 News Release For Immediate Release VILLAGE BANK AND TRUST FINANCIAL CORP. ANNOUNCES QUARTERLY CASH DIVIDEND Midlothian, Virginia, February 25, 2025. Village Bank and Trust Financial Corp. (the “Company”) (Nasdaq symbol: VBFC), the parent company of Village Bank, announced today that its Board of Directors has declared a cash dividend of $0.18 per share with respect to the Company's ou

February 25, 2025 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 25, 2025 VILLAGE BANK AND TRUST FINANCIAL CORP. (Exact Name of Registrant as Specified in Charter) of Incorporation) Virginia (State or Other Jurisdiction of Incorporation) 0

January 31, 2025 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 31, 2025 VILLAGE BANK AND TRUST FINANCIAL CORP. (Exact Name of Registrant as Specified in Charter) of Incorporation) Virginia (State or Other Jurisdiction of Incorporation) 0-

January 31, 2025 EX-99.1

VILLAGE BANK AND TRUST FINANCIAL CORP. REPORTS EARNINGS FOR THE FOURTH QUARTER OF 2024

Exhibit 99.1 News Release For Immediate Release VILLAGE BANK AND TRUST FINANCIAL CORP. REPORTS EARNINGS FOR THE FOURTH QUARTER OF 2024 Midlothian, Virginia, January 31, 2025. Village Bank and Trust Financial Corp. (the “Company”) (Nasdaq symbol: VBFC), parent company of Village Bank (the “Bank”), today reported unaudited results for the fourth quarter of 2024. Net income for the fourth quarter of

December 19, 2024 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 19, 2024 VILLAGE BANK AND TRUST FINANCIAL CORP. (Exact Name of Registrant as Specified in Charter) Virginia (State or Other Jurisdiction of Incorporation) 0-50765 (Commission

November 19, 2024 EX-99.1

VILLAGE BANK AND TRUST FINANCIAL CORP. ANNOUNCES QUARTERLY CASH DIVIDEND

Exhibit 99.1 News Release For Immediate Release VILLAGE BANK AND TRUST FINANCIAL CORP. ANNOUNCES QUARTERLY CASH DIVIDEND Midlothian, Virginia, November 19, 2024. Village Bank and Trust Financial Corp. (the “Company”) (Nasdaq symbol: VBFC), the parent company of Village Bank, announced today that its Board of Directors has declared a cash dividend of $0.18 per share with respect to the Company's ou

November 19, 2024 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 19, 2024 VILLAGE BANK AND TRUST FINANCIAL CORP. (Exact Name of Registrant as Specified in Charter) of Incorporation) Virginia (State or Other Jurisdiction of Incorporation) 0

November 14, 2024 DEFM14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

November 12, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 0-50765 VIL

November 4, 2024 PREM14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi

November 4, 2024 EX-FILING FEES

Calculation of Filing Fee Table (Form Type) Village Bank and Trust Financial Corp. (Exact Name of Registrant as Specified in its Charter) Table 1: Transaction Valuation

Exhibit 107 Calculation of Filing Fee Table PREM14A (Form Type) Village Bank and Trust Financial Corp.

October 25, 2024 EX-99.1

VILLAGE BANK AND TRUST FINANCIAL CORP. REPORTS EARNINGS FOR THE THIRD QUARTER OF 2024

Exhibit 99.1 News Release For Immediate Release VILLAGE BANK AND TRUST FINANCIAL CORP. REPORTS EARNINGS FOR THE THIRD QUARTER OF 2024 Midlothian, Virginia, October 25, 2024. Village Bank and Trust Financial Corp. (the “Company”) (Nasdaq symbol: VBFC), parent company of Village Bank (the “Bank”), today reported unaudited results for the third quarter of 2024. Net income for the third quarter of 202

October 25, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 25, 2024 VILLAGE BANK AND TRUST FINANCIAL CORP. (Exact Name of Registrant as Specified in Charter) of Incorporation) Virginia (State or Other Jurisdiction of Incorporation) 0-

September 25, 2024 EX-99.2

AFFILIATE AGREEMENT

Exhibit 99.2 AFFILIATE AGREEMENT THIS AFFILIATE AGREEMENT (the “Agreement”), dated as of September 23, 2024, is by and among TOWNEBANK, a Virginia banking corporation (“Towne”), VILLAGE BANK AND TRUST FINANCIAL CORP., a Virginia corporation (“Holding Company”), and the undersigned shareholder of Holding Company (“Shareholder”). All capitalized terms used herein and not defined herein shall have th

September 25, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 23, 2024 VILLAGE BANK A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 23, 2024 VILLAGE BANK AND TRUST FINANCIAL CORP. (Exact Name of Registrant as Specified in Charter) of Incorporation) Virginia (State or Other Jurisdiction of Incorporation)

September 25, 2024 EX-2.1

Agreement and Plan of Reorganization, dated as of September 23, 2024, by and among TowneBank, Cardinal Sub, Inc., Village Bank and Trust Financial Corp. and Village Bank*

Exhibit 2.1 AGREEMENT AND PLAN OF REORGANIZATION by and among TOWNEBANK, CARDINAL SUB, INC., VILLAGE BANK AND TRUST FINANCIAL CORP. and VILLAGE BANK September 23, 2024 TABLE OF CONTENTS Page ARTICLE 1 THE TRANSACTION AND RELATED MATTERS 1 1.1 The Merger. 1 1.2 The Second Step Merger. 2 1.3 Amendment of Holding Company Articles. 2 1.4 The Bank Merger. 2 1.5 Closing. 2 1.6 Articles of Incorporation

September 25, 2024 EX-99.1

Form of Affiliate Agreement, dated as of September 23, 2024, by and among TowneBank, Village Bank and Trust Financial Corp., and certain shareholders of Village Bank and Trust Financial Corp.

Exhibit 99.1 FORM OF AFFILIATE AGREEMENT THIS AFFILIATE AGREEMENT (the “Agreement”), dated as of September 23, 2024, is by and among TOWNEBANK, a Virginia banking corporation (“Towne”), VILLAGE BANK AND TRUST FINANCIAL CORP., a Virginia corporation (“Holding Company”), and the undersigned shareholder of Holding Company (“Shareholder”). All capitalized terms used herein and not defined herein shall

September 25, 2024 EX-99.1

FORM OF AFFILIATE AGREEMENT

Exhibit 99.1 FORM OF AFFILIATE AGREEMENT THIS AFFILIATE AGREEMENT (the “Agreement”), dated as of September 23, 2024, is by and among TOWNEBANK, a Virginia banking corporation (“Towne”), VILLAGE BANK AND TRUST FINANCIAL CORP., a Virginia corporation (“Holding Company”), and the undersigned shareholder of Holding Company (“Shareholder”). All capitalized terms used herein and not defined herein shall

September 25, 2024 EX-99.2

Affiliate Agreement, dated as of September 23, 2024, by and among TowneBank, Village Bank and Trust Financial Corp., and the majority shareholder of Village Bank and Trust Financial Corp.

Exhibit 99.2 AFFILIATE AGREEMENT THIS AFFILIATE AGREEMENT (the “Agreement”), dated as of September 23, 2024, is by and among TOWNEBANK, a Virginia banking corporation (“Towne”), VILLAGE BANK AND TRUST FINANCIAL CORP., a Virginia corporation (“Holding Company”), and the undersigned shareholder of Holding Company (“Shareholder”). All capitalized terms used herein and not defined herein shall have th

September 25, 2024 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 23, 2024 VILLAGE BANK AND TRUST FINANCIAL CORP. (Exact Name of Registrant as Specified in Charter) of Incorporation) Virginia (State or Other Jurisdiction of Incorporation)

September 25, 2024 EX-2.1

Agreement and Plan of Reorganization, dated as of September 23, 2024, by and among TowneBank, Cardinal Sub, Inc., Village Bank and Trust Financial Corp. and Village Bank*

Exhibit 2.1 AGREEMENT AND PLAN OF REORGANIZATION by and among TOWNEBANK, CARDINAL SUB, INC., VILLAGE BANK AND TRUST FINANCIAL CORP. and VILLAGE BANK September 23, 2024 TABLE OF CONTENTS Page ARTICLE 1 THE TRANSACTION AND RELATED MATTERS 1 1.1 The Merger. 1 1.2 The Second Step Merger. 2 1.3 Amendment of Holding Company Articles. 2 1.4 The Bank Merger. 2 1.5 Closing. 2 1.6 Articles of Incorporation

September 24, 2024 EX-99.1

Press release dated September 24, 2024

Exhibit 99.1 Joint Press Release FOR IMMEDIATE RELEASE TOWNEBANK AND VILLAGE BANK AND TRUST FINANCIAL CORP. ANNOUNCE AGREEMENT TO MERGE Suffolk, Va. and Midlothian, Va. (September 24, 2024) – Hampton Roads based TowneBank (NASDAQ: TOWN) and Village Bank and Trust Financial Corp. (NASDAQCM: VBFC) (“Village”), the parent company of Village Bank, today announced the signing of a definitive agreement

September 24, 2024 EX-99.1

TOWNEBANK AND VILLAGE BANK AND TRUST FINANCIAL CORP. ANNOUNCE AGREEMENT TO MERGE

Exhibit 99.1 Joint Press Release FOR IMMEDIATE RELEASE TOWNEBANK AND VILLAGE BANK AND TRUST FINANCIAL CORP. ANNOUNCE AGREEMENT TO MERGE Suffolk, Va. and Midlothian, Va. (September 24, 2024) – Hampton Roads based TowneBank (NASDAQ: TOWN) and Village Bank and Trust Financial Corp. (NASDAQCM: VBFC) (“Village”), the parent company of Village Bank, today announced the signing of a definitive agreement

September 24, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 24, 2024 VILLAGE BANK A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 24, 2024 VILLAGE BANK AND TRUST FINANCIAL CORP. (Exact Name of Registrant as Specified in Charter) of Incorporation) Virginia (State or Other Jurisdiction of Incorporation)

September 24, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 24, 2024 VILLAGE BANK A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 24, 2024 VILLAGE BANK AND TRUST FINANCIAL CORP. (Exact Name of Registrant as Specified in Charter) of Incorporation) Virginia (State or Other Jurisdiction of Incorporation)

September 6, 2024 S-8

As filed with the Securities and Exchange Commission on September 6, 2024

As filed with the Securities and Exchange Commission on September 6, 2024 Registration No.

September 6, 2024 EX-FILING FEES

Filing Fee Table.*

Exhibit 107.1 Calculation of Filing Fee Table Form S-8 Registration Statement under the Securities Act of 1933 (Form Type) Village Bank and Trust Financial Corp. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit (2) Maximum Aggregate Offer

August 27, 2024 EX-99.1

VILLAGE BANK AND TRUST FINANCIAL CORP. ANNOUNCES QUARTERLY CASH DIVIDEND

Exhibit 99.1 News Release For Immediate Release VILLAGE BANK AND TRUST FINANCIAL CORP. ANNOUNCES QUARTERLY CASH DIVIDEND Midlothian, Virginia, August 27, 2024. Village Bank and Trust Financial Corp. (the “Company”) (Nasdaq symbol: VBFC), the parent company of Village Bank, announced today that its Board of Directors has declared a cash dividend of $0.18 per share with respect to the Company's outs

August 27, 2024 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 27, 2024 VILLAGE BANK AND TRUST FINANCIAL CORP. (Exact Name of Registrant as Specified in Charter) of Incorporation) Virginia (State or Other Jurisdiction of Incorporation) 0-5

August 9, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO S

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 0-50765 VILLAGE

July 24, 2024 EX-99.1

VILLAGE BANK AND TRUST FINANCIAL CORP. REPORTS EARNINGS FOR THE SECOND QUARTER OF 2024

Exhibit 99.1 News Release For Immediate Release VILLAGE BANK AND TRUST FINANCIAL CORP. REPORTS EARNINGS FOR THE SECOND QUARTER OF 2024 Midlothian, Virginia, July 24, 2024. Village Bank and Trust Financial Corp. (the “Company”) (Nasdaq symbol: VBFC), parent company of Village Bank (the “Bank”), today reported unaudited results for the second quarter of 2024. Net income for the second quarter of 202

July 24, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 24, 2024 VILLAGE BANK AND TR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 24, 2024 VILLAGE BANK AND TRUST FINANCIAL CORP. (Exact Name of Registrant as Specified in Charter) of Incorporation) Virginia (State or Other Jurisdiction of Incorporation) 0-507

June 25, 2024 S-8 POS

As filed with the Securities and Exchange Commission on June 25, 2024.

As filed with the Securities and Exchange Commission on June 25, 2024. Registration No. 333-265890 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Registration Statement No. 333-265890 to FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 VILLAGE BANK AND TRUST FINANCIAL CORP. (Exact name of registrant as specified in its char

May 21, 2024 8-K

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 21, 2024 VILLAGE BANK AND TRUST FINANCIAL CORP. (Exact Name of Registrant as Specified in Charter) Virginia 0-50765 16-1694602 (State or Other Jurisdiction of Incorporation) (Comm

May 21, 2024 EX-99.1

You're a neighbor, not a number 2024 Annual Shareholders Meeting Exhbit 99.1 Cautionary Statement Regarding Forward-Looking Statements In addition to historical information, this presentation may contain forward-looking statements. For this purpose,

You're a neighbor, not a number 2024 Annual Shareholders Meeting Exhbit 99.1 Cautionary Statement Regarding Forward-Looking Statements In addition to historical information, this presentation may contain forward-looking statements. For this purpose, any statement that is not a statement of historical fact may be deemed to be a forward-looking statement. These forward-looking statements may include

May 21, 2024 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 21, 2024 VILLAGE BANK AND TRUST FINANCIAL CORP. (Exact Name of Registrant as Specified in Charter) of Incorporation) Virginia (State or Other Jurisdiction of Incorporation) 0-5076

May 21, 2024 EX-99.1

VILLAGE BANK AND TRUST FINANCIAL CORP. ANNOUNCES QUARTERLY CASH DIVIDEND

Exhibit 99.1 News Release For Immediate Release VILLAGE BANK AND TRUST FINANCIAL CORP. ANNOUNCES QUARTERLY CASH DIVIDEND Midlothian, Virginia, May 21, 2024. Village Bank and Trust Financial Corp. (the “Company”) (Nasdaq symbol: VBFC), the parent company of Village Bank, announced today that its Board of Directors has declared a cash dividend of $0.18 per share with respect to the Company's outstan

May 10, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 0-50765 VILLAGE

May 10, 2024 EX-10.2

Amendment No. 2 to Employment Agreement, dated March 26, 2024, by and between Village Bank and Max C. Morehead, Jr. (incorporated herein by reference to Exhibit 10.2 of the Current Report).

Exhibit 10.2 AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT This Amendment No. 2, adopted as of March 26, 2024, is made to the Employment Agreement, dated as of September 4, 2020 (the “Agreement”), between Village Bank (the “Corporation”) and Max C. Morehead, Jr. (the “Executive”). The parties wish to amend the Agreement in order to reflect the increase in the Executive’s annual bonus opportunity. The pa

May 10, 2024 EX-10.1

Amendment No. 2 to Employment Agreement, dated March 26, 2024, by and between Village Bank and Trust Financial Corp. and Donald M. Kaloski, Jr. (incorporated herein by reference to Exhibit 10.1 of the Current Report).

Exhibit 10.1 AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT This Amendment No. 2, adopted as of March 26, 2024, is made to the Employment Agreement, dated as of February 22, 2022 (the “Agreement”), between Village Bank and Trust Financial Corp. (the “Corporation”) and Donald M. Kaloski, Jr. (the “Executive”). The parties wish to amend the Agreement in order to reflect the increase in the Executive’s annu

April 26, 2024 EX-99.1

VILLAGE BANK AND TRUST FINANCIAL CORP. REPORTS EARNINGS FOR THE FIRST QUARTER OF 2024

Exhibit 99.1 News Release For Immediate Release VILLAGE BANK AND TRUST FINANCIAL CORP. REPORTS EARNINGS FOR THE FIRST QUARTER OF 2024 Midlothian, Virginia, April 26, 2024. Village Bank and Trust Financial Corp. (the “Company”) (Nasdaq symbol: VBFC), parent company of Village Bank (the “Bank”), today reported unaudited results for the first quarter of 2024. Net income for the first quarter of 2024

April 26, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 26, 2024 VILLAGE BANK AND TRUST FINANCIAL CORP. (Exact Name of Registrant as Specified in Charter) of Incorporation) Virginia (State or Other Jurisdiction of Incorporation) 0-50

April 22, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

April 11, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

April 9, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

March 22, 2024 EX-4.3

Description of Village Bank and Trust Financial Corp.’s Securities.

Exhibit 4.3 DESCRIPTION OF VILLAGE BANK AND TRUST FINANCIAL CORP.’S SECURITIES As of December 31, 2022, the common stock of Village Bank and Trust Financial Corp. (the “Company”) was the only class of its securities registered under Section 12 of the Securities Exchange Act of 1934. The following summary description of the material features of the Company’s common stock does not purport to be comp

March 22, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTI

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 0-50765 VILLAGE BANK AND TRUST FINANCIAL CORP. (Exact n

March 22, 2024 EX-97

Village Bank and Trust Financial Corp. Clawback Policy

Exhibit 97 VILLAGE BANK AND TRUST FINANCIAL CORP. CLAWBACK POLICY (Effective October 2, 2023) Introduction The Board of Directors (the “Board”) of Village Bank and Trust Financial Corp. (the “Company”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-

March 22, 2024 EX-21.1

Subsidiaries of Village Bank and Trust Financial Corp

Exhibit 21 Subsidiaries of Village Bank and Trust Financial Corp. Name of Subsidiary State of Organization Village Bank Virginia Village Bank Mortgage Corporation Virginia (wholly-owned subsidiary of Village Bank) Village Insurance Agency, Inc. Virginia (wholly-owned subsidiary of Village Bank) Village Financial Services Corporation Virginia (wholly-owned subsidiary of Village Bank) Southern Commu

February 27, 2024 EX-99.1

VILLAGE BANK AND TRUST FINANCIAL CORP. ANNOUNCES QUARTERLY CASH DIVIDEND

Exhibit 99.1 News Release For Immediate Release VILLAGE BANK AND TRUST FINANCIAL CORP. ANNOUNCES QUARTERLY CASH DIVIDEND Midlothian, Virginia, February 27, 2024. Village Bank and Trust Financial Corp. (the “Company”) (Nasdaq symbol: VBFC), the parent company of Village Bank, announced today that its Board of Directors has declared a cash dividend of $0.18 per share with respect to the Company's ou

February 27, 2024 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 27, 2024 VILLAGE BANK AND TRUST FINANCIAL CORP. (Exact Name of Registrant as Specified in Charter) of Incorporation) Virginia (State or Other Jurisdiction of Incorporation) 0

January 26, 2024 EX-99.1

Cautionary Statement Regarding Forward-Looking Statements In addition to historical information, this presentation may contain forward-looking statements. For this purpose, any statement that is not a statement of historical fact may be deemed to be

Exhibit 99.1 You're a neighbor, not a number Q1 2024 Investor Presentation Cautionary Statement Regarding Forward-Looking Statements In addition to historical information, this presentation may contain forward-looking statements. For this purpose, any statement that is not a statement of historical fact may be deemed to be a forward-looking statement. These forward-looking statements may include s

January 26, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 26, 2024 VILLAGE BANK AND TRUST FINANCIAL CORP. (Exact Name of Registrant as Specified in Charter) Virginia 0-50765 16-1694602 (State or Other Jurisdiction of Incorporation) (

January 25, 2024 EX-99.1

VILLAGE BANK AND TRUST FINANCIAL CORP. REPORTS EARNINGS FOR THE FOURTH QUARTER OF 2023

Exhibit 99.1 News Release For Immediate Release VILLAGE BANK AND TRUST FINANCIAL CORP. REPORTS EARNINGS FOR THE FOURTH QUARTER OF 2023 Midlothian, Virginia, January 25, 2024. Village Bank and Trust Financial Corp. (the “Company”) (Nasdaq symbol: VBFC), parent company of Village Bank (the “Bank”), today reported unaudited results for the fourth quarter of 2023. Net income for the fourth quarter of

January 25, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 25, 2024 VILLAGE BANK AND TRUST FINANCIAL CORP. (Exact Name of Registrant as Specified in Charter) of Incorporation) Virginia (State or Other Jurisdiction of Incorporation) 0-

November 14, 2023 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 14, 2023 VILLAGE BANK AND TRUST FINANCIAL CORP. (Exact Name of Registrant as Specified in Charter) of Incorporation) Virginia (State or Other Jurisdiction of Incorporation) 0

November 14, 2023 EX-99.1

VILLAGE BANK AND TRUST FINANCIAL CORP. ANNOUNCES QUARTERLY CASH DIVIDEND

Exhibit 99.1 News Release For Immediate Release VILLAGE BANK AND TRUST FINANCIAL CORP. ANNOUNCES QUARTERLY CASH DIVIDEND Midlothian, Virginia, November 14, 2023. Village Bank and Trust Financial Corp. (the “Company”) (Nasdaq symbol: VBFC), the parent company of Village Bank, announced today that its Board of Directors has declared a cash dividend of $0.18 per share with respect to the Company's ou

November 13, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 0-50765 VIL

November 7, 2023 EX-10.2

Amendment No.1 to Employment Agreement, dated November 2, 2023, by and between Village Bank and Max C. Morehead, Jr. (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 7, 2023).

Exhibit 10.2 AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT This Amendment No. 1, adopted as of November 2, 2023, is made to the Employment Agreement, dated as of September 4, 2020 (the “Agreement”), between Village Bank (the “Corporation”) and Max C. Morehead, Jr. (the “Executive”). The parties wish to amend the Agreement in order to reflect increases in the Executive’s base salary and annual bonus oppo

November 7, 2023 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 2, 2023 VILLAGE BANK AND TRUST FINANCIAL CORP. (Exact Name of Registrant as Specified in Charter) of Incorporation) Virginia (State or Other Jurisdiction of Incorporation) 0-

November 7, 2023 EX-10.1

Amendment No.1 to Employment Agreement, dated November 2, 2023, by and between Village Bank and Trust Financial Corp. and Donald M. Kaloski, Jr. (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 7, 2023)*.

Exhibit 10.1 AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT This Amendment No. 1, adopted as of November 2, 2023, is made to the Employment Agreement, dated as of February 22, 2022 (the “Agreement”), between Village Bank and Trust Financial Corp. (the “Corporation”) and Donald M. Kaloski, Jr. (the “Executive”). The parties wish to amend the Agreement in order to reflect increases in the Executive’s base

October 26, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 26, 2023 VILLAGE BANK AND

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 26, 2023 VILLAGE BANK AND TRUST FINANCIAL CORP. (Exact Name of Registrant as Specified in Charter) of Incorporation) Virginia (State or Other Jurisdiction of Incorporation) 0-

October 26, 2023 EX-99.1

VILLAGE BANK AND TRUST FINANCIAL CORP. REPORTS EARNINGS FOR THE THIRD QUARTER OF 2023

Exhibit 99.1 News Release For Immediate Release VILLAGE BANK AND TRUST FINANCIAL CORP. REPORTS EARNINGS FOR THE THIRD QUARTER OF 2023 Midlothian, Virginia, October 26, 2023. Village Bank and Trust Financial Corp. (the “Company”) (Nasdaq symbol: VBFC), parent company of Village Bank (the “Bank”), today reported unaudited results for the third quarter of 2023. Net loss for the third quarter of 2023

August 29, 2023 EX-99.1

VILLAGE BANK AND TRUST FINANCIAL CORP. ANNOUNCES QUARTERLY CASH DIVIDEND

Exhibit 99.1 News Release For Immediate Release VILLAGE BANK AND TRUST FINANCIAL CORP. ANNOUNCES QUARTERLY CASH DIVIDEND Midlothian, Virginia, August 29, 2023. Village Bank and Trust Financial Corp. (the “Company”) (Nasdaq symbol: VBFC), the parent company of Village Bank, announced today that its Board of Directors has declared a cash dividend of $0.16 per share with respect to the Company's outs

August 29, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 29, 2023 VILLAGE BANK AND

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 29, 2023 VILLAGE BANK AND TRUST FINANCIAL CORP. (Exact Name of Registrant as Specified in Charter) of Incorporation) Virginia (State or Other Jurisdiction of Incorporation) 0-5

August 11, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO S

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 0-50765 VILLAGE

July 25, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 25, 2023 VILLAGE BANK AND TR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 25, 2023 VILLAGE BANK AND TRUST FINANCIAL CORP. (Exact Name of Registrant as Specified in Charter) of Incorporation) Virginia (State or Other Jurisdiction of Incorporation) 0-507

July 25, 2023 EX-99.1

VILLAGE BANK AND TRUST FINANCIAL CORP. REPORTS EARNINGS FOR THE SECOND QUARTER OF 2023

Exhibit 99.1 News Release For Immediate Release VILLAGE BANK AND TRUST FINANCIAL CORP. REPORTS EARNINGS FOR THE SECOND QUARTER OF 2023 Midlothian, Virginia, July 25, 2023. Village Bank and Trust Financial Corp. (the “Company”) (Nasdaq symbol: VBFC), parent company of Village Bank (the “Bank”), today reported unaudited results for the second quarter of 2023. Net income for the second quarter of 202

June 23, 2023 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) [ X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-50765 A. Full title of the p

May 23, 2023 EX-99.1

VILLAGE BANK AND TRUST FINANCIAL CORP. ANNOUNCES QUARTERLY CASH DIVIDEND

Exhibit 99.1 News Release For Immediate Release VILLAGE BANK AND TRUST FINANCIAL CORP. ANNOUNCES QUARTERLY CASH DIVIDEND Midlothian, Virginia, May 23, 2023. Village Bank and Trust Financial Corp. (the “Company”) (Nasdaq symbol: VBFC), the parent company of Village Bank, announced today that its Board of Directors has declared a cash dividend of $0.16 per share with respect to the Company's outstan

May 23, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 23, 2023 VILLAGE BANK AND TRU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 23, 2023 VILLAGE BANK AND TRUST FINANCIAL CORP. (Exact Name of Registrant as Specified in Charter) Virginia 0-50765 16-1694602 (State or Other Jurisdiction of Incorporation) (Comm

May 23, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 23, 2023 VILLAGE BANK AND TRU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 23, 2023 VILLAGE BANK AND TRUST FINANCIAL CORP. (Exact Name of Registrant as Specified in Charter) of Incorporation) Virginia (State or Other Jurisdiction of Incorporation) 0-5076

May 23, 2023 EX-99.1

Cautionary Statement Regarding Forward-Looking Statements In addition to historical information, this presentation may contain forward-looking statements. For this purpose, any statement that is not a statement of historical fact may be deemed to be

Exhibit 99.1 You're a neighbor, not a number 2023 Annual Shareholders Meeting Cautionary Statement Regarding Forward-Looking Statements In addition to historical information, this presentation may contain forward-looking statements. For this purpose, any statement that is not a statement of historical fact may be deemed to be a forward-looking statement. These forward-looking statements may includ

May 23, 2023 EX-3.2

Bylaws of Village Bank and Trust Financial Corp., as amended (incorporated herein by reference to Exhibit 3.2 of the Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 23, 2023).

EXHIBIT 3.2 AMENDED AND RESTATED BYLAWS Of VILLAGE BANK AND TRUST FINANCIAL CORP. (as of May 23, 2023) Table of Contents Page ARTICLE I – SHARES 1 Section 1. Certificates 1 Section 2. Signatures 1 Section 3. Duplicate Certificates 1 Section 4. Transfer of Shares 1 Section 5. Restrictions on Transfer 1 ARTICLE II – SHAREHOLDERS 2 Section 1. Holders of Shares 2 Section 2. Organization and Order of B

May 12, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 0-50765 VILLAGE

April 28, 2023 EX-99.1

VILLAGE BANK AND TRUST FINANCIAL CORP. REPORTS EARNINGS FOR THE FIRST QUARTER OF 2023

Exhibit 99.1 News Release For Immediate Release VILLAGE BANK AND TRUST FINANCIAL CORP. REPORTS EARNINGS FOR THE FIRST QUARTER OF 2023 Midlothian, Virginia, April 28, 2023. Village Bank and Trust Financial Corp. (the “Company”) (Nasdaq symbol: VBFC), parent company of Village Bank (the “Bank”), today reported unaudited results for the first quarter of 2023. Net income for the first quarter of 2023

April 28, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 28, 2023 VILLAGE BANK AND TRUST FINANCIAL CORP. (Exact Name of Registrant as Specified in Charter) of Incorporation) Virginia (State or Other Jurisdiction of Incorporation) 0-50

April 10, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

April 10, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

March 20, 2023 EX-10.13

Outside Directors Deferral Plan, as amended and restated effective January 1, 2023 (incorporated by reference to Exhibit 10.13 of the Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 20, 2023).*

VILLAGE BANK OUTSIDE DIRECTORS DEFERRAL PLAN Amended and Restated Effective January 1, 2023 VILLAGE BANK OUTSIDE DIRECTORS DEFERRAL PLAN TABLE OF CONTENTS Page INTRODUCTION 1 ARTICLE I DEFINITIONS 2 1.

March 20, 2023 EX-10.5

Amended and Restated Change of Control Agreement, dated August 24, 2022, by and between Village Bank and Christy F. Quesenbery (incorporated by reference to Exhibit 10.5 of the Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 20, 2023).*

CHANGE OF CONTROL AGREEMENT This Change of Control Agreement (this “Agreement”) is entered into as of August 24, 2022 (the “Effective Date”), by and between Village Bank, a Virginia banking corporation (the “Corporation”), and Christy F.

March 20, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTI

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 0-50765 VILLAGE BANK AND TRUST FINANCIAL CORP. (Exact n

March 20, 2023 EX-21

Subsidiaries of Village Bank and Trust Financial Corp.

Exhibit 21 Subsidiaries of Village Bank and Trust Financial Corp. Name of Subsidiary State of Organization Village Bank Virginia Village Bank Mortgage Corporation Virginia (wholly-owned subsidiary of Village Bank) Village Insurance Agency, Inc. Virginia (wholly-owned subsidiary of Village Bank) Village Financial Services Corporation Virginia (wholly-owned subsidiary of Village Bank) Southern Commu

March 20, 2023 EX-4.3

Description of Village Bank and Trust Financial Corp.’s Securities.

Exhibit 4.3 DESCRIPTION OF VILLAGE BANK AND TRUST FINANCIAL CORP.’S SECURITIES As of December 31, 2022, the common stock of Village Bank and Trust Financial Corp. (the “Company”) was the only class of its securities registered under Section 12 of the Securities Exchange Act of 1934. The following summary description of the material features of the Company’s common stock does not purport to be comp

February 28, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 28, 2023 VILLAGE BANK AN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 28, 2023 VILLAGE BANK AND TRUST FINANCIAL CORP. (Exact Name of Registrant as Specified in Charter) of Incorporation) Virginia (State or Other Jurisdiction of Incorporation) 0

February 28, 2023 EX-99.1

VILLAGE BANK AND TRUST FINANCIAL CORP. ANNOUNCES QUARTERLY CASH DIVIDEND

Exhibit 99.1 News Release For Immediate Release VILLAGE BANK AND TRUST FINANCIAL CORP. ANNOUNCES QUARTERLY CASH DIVIDEND Midlothian, Virginia, February 28, 2023. Village Bank and Trust Financial Corp. (the “Company”) (Nasdaq symbol: VBFC), the parent company of Village Bank, announced today that its Board of Directors has declared a cash dividend of $0.16 per share with respect to the Company's ou

February 6, 2023 EX-3.2

Amended and Restated Bylaws of Village Bank and Trust Financial Corp. (incorporated herein by reference to Exhibit 3.2 of the Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 6, 2023.

EXHIBIT 3.2 AMENDED AND RESTATED BYLAWS Of VILLAGE BANK AND TRUST FINANCIAL CORP. (as of January 1, 2023) Table of Contents Page ARTICLE I – SHARES 1 Section 1. Certificates 1 Section 2. Signatures 1 Section 3. Duplicate Certificates 1 Section 4. Transfer of Shares 1 Section 5. Restrictions on Transfer 1 ARTICLE II – SHAREHOLDERS 2 Section 1. Holders of Shares 2 Section 2. Organization and Order o

February 6, 2023 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 1, 2023 VILLAGE BANK AND TRUST FINANCIAL CORP. (Exact Name of Registrant as Specified in Charter) of Incorporation) Virginia (State or Other Jurisdiction of Incorporation) 0-5

January 27, 2023 EX-99.1

VILLAGE BANK AND TRUST FINANCIAL CORP. REPORTS EARNINGS FOR THE FOURTH QUARTER OF 2022

Exhibit 99.1 News Release For Immediate Release VILLAGE BANK AND TRUST FINANCIAL CORP. REPORTS EARNINGS FOR THE FOURTH QUARTER OF 2022 Midlothian, Virginia, January 27, 2023. Village Bank and Trust Financial Corp. (the “Company”) (Nasdaq symbol: VBFC), parent company of Village Bank (the “Bank”), today reported unaudited results for the fourth quarter of 2022. Net income for the fourth quarter of

January 27, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 27, 2023 VILLAGE BANK AND TRUST FINANCIAL CORP. (Exact Name of Registrant as Specified in Charter) of Incorporation) Virginia (State or Other Jurisdiction of Incorporation) 0-

December 13, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 13, 2022 ? ? VILLAGE BANK AND TRUST FINANCIAL CORP. (Exact Name of Registrant as Specified in Charter) ? ? ? of Incorporation) ? ? ? Virginia (State or Other Jurisdiction o

December 13, 2022 EX-99.1

VILLAGE BANK AND TRUST FINANCIAL CORP. ANNOUNCES RETIREMENT OF TWO DIRECTORS AND APPOINTMENT OF TWO NEW DIRECTORS

Exhibit 99.1 ? ? News Release For Immediate Release ? VILLAGE BANK AND TRUST FINANCIAL CORP. ANNOUNCES RETIREMENT OF TWO DIRECTORS AND APPOINTMENT OF TWO NEW DIRECTORS ? Midlothian, Virginia, December 13, 2022. Village Bank and Trust Financial Corp. (the ?Company?) (Nasdaq symbol: VBFC), parent company of Village Bank (the ?Bank?) announced today that two long-serving members of its Board of Direc

November 15, 2022 8-K

Financial Statements and Exhibits, Other Events

? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 15, 2022 ? ? VILLAGE BANK AND TRUST FINANCIAL CORP. (Exact Name of Registrant as Specified in Charter) ? ? ? of Incorporation) ? ? ? Virginia (State or Other Jurisdiction o

November 15, 2022 EX-99.1

VILLAGE BANK AND TRUST FINANCIAL CORP. ANNOUNCES QUARTERLY CASH DIVIDEND

Exhibit 99.1 ? ? News Release For Immediate Release ? VILLAGE BANK AND TRUST FINANCIAL CORP. ANNOUNCES QUARTERLY CASH DIVIDEND ? Midlothian, Virginia, November 15, 2022. Village Bank and Trust Financial Corp. (the ?Company?) (Nasdaq symbol: VBFC), the parent company of Village Bank, announced today that its Board of Directors has declared a cash dividend of $0.16 per share with respect to the Comp

November 10, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 0-50765 VIL

October 28, 2022 EX-99.1

VILLAGE BANK AND TRUST FINANCIAL CORP. REPORTS EARNINGS FOR THE THIRD QUARTER OF 2022

Exhibit 99.1 News Release For Immediate Release VILLAGE BANK AND TRUST FINANCIAL CORP. REPORTS EARNINGS FOR THE THIRD QUARTER OF 2022 Midlothian, Virginia, October 28, 2022. Village Bank and Trust Financial Corp. (the “Company”) (Nasdaq symbol: VBFC), parent company of Village Bank (the “Bank”), today reported unaudited results for the third quarter of 2022. Net income for the third quarter of 202

October 28, 2022 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 28, 2022 VILLAGE BANK AND

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 28, 2022 VILLAGE BANK AND TRUST FINANCIAL CORP. (Exact Name of Registrant as Specified in Charter) of Incorporation) Virginia (State or Other Jurisdiction of Incorporation) 0-

September 19, 2022 EX-99.1

Cautionary Statement Regarding Forward - Looking Statements In addition to historical information, this presentation may contain forward - looking statements .. For this purpose, any statement that is not a statement of historical fact may be deemed

Exhibit 99.1 You're a neighbor, not a number Q2 2022 Investor Presentation Cautionary Statement Regarding Forward - Looking Statements In addition to historical information, this presentation may contain forward - looking statements .. For this purpose, any statement that is not a statement of historical fact may be deemed to be a forward - looking statement .. These forward - looking statements m

September 19, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 19, 2022 ? VILLAGE BANK AND TRUST FINANCIAL CORP. (Exact Name of Registrant as Specified in Charter) ? ? ? ? ? ? ? ? ? Virginia 0-50765 16-1694602 (State or Other Jurisdic

August 23, 2022 EX-99.1

VILLAGE BANK AND TRUST FINANCIAL CORP. ANNOUNCES QUARTERLY CASH DIVIDEND

Exhibit 99.1 ? ? News Release For Immediate Release ? VILLAGE BANK AND TRUST FINANCIAL CORP. ANNOUNCES QUARTERLY CASH DIVIDEND ? Midlothian, Virginia, August 23, 2022. Village Bank and Trust Financial Corp. (the ?Company?) (Nasdaq symbol: VBFC), the parent company of Village Bank, announced today that its Board of Directors has declared a cash dividend of $0.14 per share with respect to the Compan

August 23, 2022 8-K

Financial Statements and Exhibits, Other Events

? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 23, 2022 ? ? VILLAGE BANK AND TRUST FINANCIAL CORP. (Exact Name of Registrant as Specified in Charter) ? ? ? of Incorporation) ? ? ? Virginia (State or Other Jurisdiction of

August 11, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO S

Table of Contents ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

July 28, 2022 EX-99.1

VILLAGE BANK AND TRUST FINANCIAL CORP. REPORTS EARNINGS FOR THE SECOND QUARTER OF 2022

Exhibit 99.1 News Release For Immediate Release VILLAGE BANK AND TRUST FINANCIAL CORP. REPORTS EARNINGS FOR THE SECOND QUARTER OF 2022 Midlothian, Virginia, July 28, 2022. Village Bank and Trust Financial Corp. (the ?Company?) (Nasdaq symbol: VBFC), parent company of Village Bank (the ?Bank?), today reported unaudited results for the second quarter of 2022. Net income for the second quarter of 202

July 28, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 28, 2022 ? ? VILLAGE BANK AND TRUST FINANCIAL CORP. (Exact Name of Registrant as Specified in Charter) ? ? ? of Incorporation) ? ? ? Virginia (State or Other Jurisdiction of In

June 29, 2022 EX-FILING FEES

Filing Fee Table.*

Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) Village Bank and Trust Financial Corp. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Share (2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity C

June 29, 2022 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K

? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? FORM 11-K (Mark One) ? [ X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? For the fiscal year ended December 31, 2021 ? OR ? [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ? Commission file number 000-50765 A. Full

June 29, 2022 S-8

As filed with the Securities and Exchange Commission on June 29, 2022 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 VILLAGE BANK AND TRUS

As filed with the Securities and Exchange Commission on June 29, 2022 Registration No.

May 24, 2022 8-K

Financial Statements and Exhibits, Other Events

? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 24, 2022 ? ? VILLAGE BANK AND TRUST FINANCIAL CORP. (Exact Name of Registrant as Specified in Charter) ? ? ? of Incorporation) ? ? ? Virginia (State or Other Jurisdiction of Inc

May 24, 2022 EX-99.1

Cautionary Statement Regarding Forward - Looking Statements In addition to historical information, this presentation may contain forward - looking statements .. For this purpose, any statement that is not a statement of historical fact may be deemed

Exhibit 99.1 You're a neighbor, not a number 2022 Annual Shareholders Meeting Cautionary Statement Regarding Forward - Looking Statements In addition to historical information, this presentation may contain forward - looking statements .. For this purpose, any statement that is not a statement of historical fact may be deemed to be a forward - looking statement .. These forward - looking statement

May 24, 2022 8-K

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 24, 2022 ? VILLAGE BANK AND TRUST FINANCIAL CORP. (Exact Name of Registrant as Specified in Charter) ? ? ? ? ? ? ? ? ? Virginia 0-50765 16-1694602 (State or Other Jurisdiction o

May 24, 2022 EX-99.1

VILLAGE BANK AND TRUST FINANCIAL CORP. ANNOUNCES QUARTERLY CASH DIVIDEND

Exhibit 99.1 ? ? News Release For Immediate Release ? VILLAGE BANK AND TRUST FINANCIAL CORP. ANNOUNCES QUARTERLY CASH DIVIDEND ? Midlothian, Virginia, May 24, 2022. Village Bank and Trust Financial Corp. (the ?Company?) (Nasdaq symbol: VBFC), the parent company of Village Bank, announced today that its Board of Directors has declared a cash dividend of $0.14 per share with respect to the Company's

May 12, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

April 29, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 29, 2022 ? ? VILLAGE BANK AND TRUST FINANCIAL CORP. (Exact Name of Registrant as Specified in Charter) ? ? ? of Incorporation) ? ? ? Virginia (State or Other Jurisdiction of I

April 29, 2022 EX-99.1

VILLAGE BANK AND TRUST FINANCIAL CORP. REPORTS EARNINGS FOR THE FIRST QUARTER OF 2022

Exhibit 99.1 News Release For Immediate Release VILLAGE BANK AND TRUST FINANCIAL CORP. REPORTS EARNINGS FOR THE FIRST QUARTER OF 2022 Midlothian, Virginia, April 29, 2022. Village Bank and Trust Financial Corp. (the ?Company?) (Nasdaq symbol: VBFC), parent company of Village Bank (the ?Bank?), today reported unaudited results for the first quarter of 2022. Net income for the first quarter of 2022

April 21, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

April 21, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

April 14, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy State

March 25, 2022 EX-10.16

Supplemental Executive Retirement Plan, as amended and restated effective November 27, 2018 (incorporated by reference to Exhibit 10.16 of the Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 25, 2022).*

? ? ? ? ? ? VILLAGE BANK SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? As Amended and Restated Effective November 27, 2018 ? ? VILLAGE BANK SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN As Amended and Restated Effective November 27, 2018 ? Table of Contents Page ARTICLE I DEFINITIONS?1 ? 1.

March 25, 2022 EX-10.15

Outside Directors Deferral Plan, as amended and restated effective November 19, 2013.*

? ? ? ? ? ? ? ? ? ? ? VILLAGE BANK ? OUTSIDE DIRECTORS DEFERRAL PLAN ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? Amended and Restated Effective November 19, 2013 ? VILLAGE BANK OUTSIDE DIRECTORS DEFERRAL PLAN Page ? ? INTRODUCTION?1 ARTICLE I DEFINITIONS?1 1.

March 25, 2022 EX-4.3

Description of Village Bank and Trust Financial Corp.’s Securities.

? Exhibit 4.3 ? DESCRIPTION OF VILLAGE BANK AND TRUST FINANCIAL CORP.?S SECURITIES ? As of December 31, 2020, the common stock of Village Bank and Trust Financial Corp. (the ?Company?) was the only class of its securities registered under Section 12 of the Securities Exchange Act of 1934. The following summary description of the material features of the Company?s common stock does not purport to b

March 25, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTI

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 25, 2022 EX-21

Subsidiaries of Village Bank and Trust Financial Corp.

Exhibit 21 ? Subsidiaries of Village Bank and Trust Financial Corp. Name of Subsidiary State of Organization ? Village Bank Virginia ? Village Bank Mortgage Corporation ? Virginia (wholly-owned subsidiary of Village Bank) ? ? Village Insurance Agency, Inc. Virginia (wholly-owned subsidiary of Village Bank) ? ? Village Financial Services Corporation ? Virginia (wholly-owned subsidiary of Village Ba

February 25, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 22, 2022 ? ? VILLAGE BANK AND TRUST FINANCIAL CORP. (Exact Name of Registrant as Specified in Charter) ? ? ? of Incorporation) ? ? ? Virginia (State or Other Jurisdiction o

February 25, 2022 EX-10.2

Amended and Restated Change of Control Agreement, dated February 22, 2022, by and between Village Bank and James C. Winn (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on February 25, 2022).*

? AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENT ? This Change of Control Agreement (this ?Agreement?) is entered into as of March 24, 2022 (the ?Effective Date?), by and between Village Bank, a Virginia banking corporation (the ?Corporation?), and J.

February 25, 2022 EX-10.1

Employment Agreement, dated February 22, 2022, by and between Village Bank and Trust Financial Corp. and Donald M. Kaloski, Jr. (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on February 25, 2022).*

? EMPLOYMENT AGREEMENT ? ? THIS AGREEMENT is entered into and made effective as of February 22, 2022, by and between Village Bank and Trust Financial Corp.

February 22, 2022 8-K

Financial Statements and Exhibits, Other Events

? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 22, 2022 ? ? VILLAGE BANK AND TRUST FINANCIAL CORP. (Exact Name of Registrant as Specified in Charter) ? ? ? of Incorporation) ? ? ? Virginia (State or Other Jurisdiction o

February 22, 2022 EX-99.1

VILLAGE BANK AND TRUST FINANCIAL CORP. ANNOUNCES QUARTERLY CASH DIVIDEND

Exhibit 99.1 ? ? News Release For Immediate Release ? VILLAGE BANK AND TRUST FINANCIAL CORP. ANNOUNCES QUARTERLY CASH DIVIDEND ? Midlothian, Virginia, February 22, 2022. Village Bank and Trust Financial Corp. (the ?Company?) (Nasdaq symbol: VBFC), the parent company of Village Bank, announced today that its Board of Directors has declared a cash dividend of $0.14 per share with respect to the Comp

January 28, 2022 EX-99.1

Cautionary Statement Regarding Forward - Looking Statements In addition to historical information, this presentation may contain forward - looking statements .. For this purpose, any statement that is not a statement of historical fact may be deemed

Exhibit 99.1 You're a Neighbor, Not a Number Q1 2022 Investor Presentation Exhibit 99.1 Cautionary Statement Regarding Forward - Looking Statements In addition to historical information, this presentation may contain forward - looking statements .. For this purpose, any statement that is not a statement of historical fact may be deemed to be a forward - looking statement .. These forward - looking

January 28, 2022 EX-99.1

VILLAGE BANK AND TRUST FINANCIAL CORP. REPORTS EARNINGS FOR THE FOURTH QUARTER OF 2021

Exhibit 99.1 News Release For Immediate Release VILLAGE BANK AND TRUST FINANCIAL CORP. REPORTS EARNINGS FOR THE FOURTH QUARTER OF 2021 Midlothian, Virginia, January 28, 2022. Village Bank and Trust Financial Corp. (the ?Company?) (Nasdaq symbol: VBFC), parent company of Village Bank (the ?Bank?), today reported unaudited results for the fourth quarter of 2021. Net income for the fourth quarter of

January 28, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 28, 2022 ? ? VILLAGE BANK AND TRUST FINANCIAL CORP. (Exact Name of Registrant as Specified in Charter) ? ? ? of Incorporation) ? ? ? Virginia (State or Other Jurisdiction of

January 28, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 28, 2022 ? VILLAGE BANK AND TRUST FINANCIAL CORP. (Exact Name of Registrant as Specified in Charter) ? ? ? ? ? ? ? ? ? Virginia 0-50765 16-1694602 (State or Other Jurisdicti

November 12, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT

Table of Contents ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

October 26, 2021 EX-99.1

VILLAGE BANK AND TRUST FINANCIAL CORP. ANNOUNCES FIRST DIVIDEND IN COMPANY HISTORY

? Exhibit 99.1 ? ? News Release For Immediate Release ? VILLAGE BANK AND TRUST FINANCIAL CORP. ANNOUNCES FIRST DIVIDEND IN COMPANY HISTORY ? Midlothian, Virginia, October 26, 2021. Village Bank and Trust Financial Corp. (the ?Company?) (Nasdaq symbol: VBFC), the parent company of Village Bank, announced today that its Board of Directors has declared a cash dividend of $0.14 per share with respect

October 26, 2021 8-K

Financial Statements and Exhibits, Other Events

? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 26, 2021 ? ? VILLAGE BANK AND TRUST FINANCIAL CORP. (Exact Name of Registrant as Specified in Charter) ? ? ? of Incorporation) ? ? ? Virginia (State or Other Jurisdiction of

October 25, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 25, 2021 ? ? VILLAGE BANK AND TRUST FINANCIAL CORP. (Exact Name of Registrant as Specified in Charter) ? ? ? of Incorporation) ? ? ? Virginia (State or Other Jurisdiction of

October 25, 2021 EX-99.1

VILLAGE BANK AND TRUST FINANCIAL CORP. REPORTS EARNINGS FOR THE THIRD QUARTER OF 2021

Exhibit 99.1 News Release For Immediate Release VILLAGE BANK AND TRUST FINANCIAL CORP. REPORTS EARNINGS FOR THE THIRD QUARTER OF 2021 Midlothian, Virginia, October 25, 2021. Village Bank and Trust Financial Corp. (the ?Company?) (Nasdaq symbol: VBFC), parent company of Village Bank (the ?Bank?), today reported unaudited results for the third quarter of 2021. Net income for the third quarter of 202

September 17, 2021 EX-99.1

Cautionary Statement Regarding Forward - Looking Statements In addition to historical information, this presentation may contain forward - looking statements . For this purpose, any statement that is not a statement of historical fact may be deemed t

You're a Neighbor, Not a Number Q2 2021 Investor Presentation Exhibit 99.1 Cautionary Statement Regarding Forward - Looking Statements In addition to historical information, this presentation may contain forward - looking statements . For this purpose, any statement that is not a statement of historical fact may be deemed to be a forward - looking statement . These forward - looking statements may

September 17, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 17, 2021 VILLAGE BANK AND TRUST FINANCIAL CORP. (Exact Name of Registrant as Specified in Charter) Virginia (State or Other Jurisdiction of Incorporation) 0-50765 (Commissio

August 13, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO S

Table of Contents ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

July 29, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 29, 2021 VILLAGE BANK AND TRUST FINANCIAL CORP. (Exact Name of Registrant as Specified in Charter) Virginia (State or Other Jurisdiction of Incorporation) 0-50765 (Commission Fil

July 29, 2021 EX-99.1

VILLAGE BANK AND TRUST FINANCIAL CORP. REPORTS EARNINGS FOR THE SECOND QUARTER OF 2021

Exhibit 99.1 News Release For Immediate Release VILLAGE BANK AND TRUST FINANCIAL CORP. REPORTS EARNINGS FOR THE SECOND QUARTER OF 2021 Midlothian, Virginia, July 29, 2021. Village Bank and Trust Financial Corp. (the ?Company?) (Nasdaq symbol: VBFC), parent company of Village Bank (the ?Bank?), today reported unaudited results for the second quarter of 2021. Net income for the second quarter of 202

May 18, 2021 8-K

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 18, 2021 VILLAGE BANK AND TRUST FINANCIAL CORP. (Exact Name of Registrant as Specified in Charter) Virginia (State or Other Jurisdiction of Incorporation) 0-50765 (Commission File

May 18, 2021 EX-99.1

Cautionary Statement Regarding Forward - Looking Statements In addition to historical information, this presentation may contain forward - looking statements . For this purpose, any statement that is not a statement of historical fact may be deemed t

Exhibit 99.1 You're a Neighbor, Not a Number 2021 Annual Shareholders Meeting Exhibit 99.1 Cautionary Statement Regarding Forward - Looking Statements In addition to historical information, this presentation may contain forward - looking statements . For this purpose, any statement that is not a statement of historical fact may be deemed to be a forward - looking statement . These forward - lookin

May 13, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ¨ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 0-50765 VILLAGE BANK AND TRUST FIN

April 27, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 27, 2021 VILLAGE BANK AND TRUST FINANCIAL CORP. (Exact Name of Registrant as Specified in Charter) Virginia (State or Other Jurisdiction of Incorporation) 0-50765 (Commission Fi

April 27, 2021 EX-99.1

VILLAGE BANK AND TRUST FINANCIAL CORP. REPORTS EARNINGS FOR THE FIRST QUARTER OF 2021

Exhibit 99.1 News Release For Immediate Release VILLAGE BANK AND TRUST FINANCIAL CORP. REPORTS EARNINGS FOR THE FIRST QUARTER OF 2021 Midlothian, Virginia, April 27, 2021. Village Bank and Trust Financial Corp. (the ?Company?) (Nasdaq symbol: VBFC), parent company of Village Bank (the ?Bank?), today reported unaudited results for the first quarter of 2021. Net income for the first quarter of 2021

April 5, 2021 DEFA14A

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

April 5, 2021 DEFA14A

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

April 5, 2021 DEF 14A

- DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy State

March 19, 2021 10-K

Annual Report - FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 Commission file number 0-50765 VILLAGE BANK AND TRUST FINANCIAL CORP. (Exact name of registrant as specified in its charter) Virginia 16-1694602 (State or other jurisdiction of (I.R.S. Empl

March 19, 2021 EX-4.3

Description of Village Bank and Trust Financial Corp.’s Securities.

Exhibit 4.3 DESCRIPTION OF VILLAGE BANK AND TRUST FINANCIAL CORP.?S SECURITIES As of December 31, 2020, the common stock of Village Bank and Trust Financial Corp. (the ?Company?) was the only class of its securities registered under Section 12 of the Securities Exchange Act of 1934. The following summary description of the material features of the Company?s common stock does not purport to be comp

March 19, 2021 EX-21

Subsidiaries of Village Bank and Trust Financial Corp.

Exhibit 21 Subsidiaries of Village Bank and Trust Financial Corp. Name of Subsidiary State of Organization Village Bank Virginia Village Bank Mortgage Corporation Virginia (wholly-owned subsidiary of Village Bank) Village Insurance Agency, Inc. Virginia (wholly-owned subsidiary of Village Bank) Village Financial Services Corporation Virginia (wholly-owned subsidiary of Village Bank) Southern Commu

March 2, 2021 EX-10.1

Supplemental Executive Retirement Plan, dated December 30, 2020, by and between Village Bank and Trust Financial Corp. and James E. Hendricks, Jr. (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 2, 2021). *

EXHIBIT 10.1 VILLAGE BANK 2020 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN FOR JAMES E. HENDRICKS, JR. Effective December 30, 2020 1 VILLAGE BANK 2020 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN FOR JAMES E. HENDRICKS, JR. Effective December 30, 2020 Table of Contents Page ARTICLE I DEFINITIONS 1 1.01 Administrator 1 1.02 Bank 1 1.03 Benefit Commencement Date 1 1.04 Board 1 1.05 Cause 1 1.06 Change in Contr

March 2, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 26, 2021 VILLAGE BANK AND TRUST FINANCIAL CORP. (Exact Name of Registrant as Specified in Charter) Virginia (State or Other Jurisdiction of Incorporation) 0-50765 (Commission

February 26, 2021 8-K/A

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 27, 2021 VILLAGE BANK AND TRUST FINANCIAL CORP. (Exact Name of Registrant as Specified in Charter) Virginia (State or Other Jurisdiction of Incorporation)

January 27, 2021 EX-99.1

VILLAGE BANK AND TRUST FINANCIAL CORP. REPORTS 17.98% RETURN ON AVERAGE EQUITY FOR THE YEAR-ENDED 2020

Exhibit 99.1 News Release For Immediate Release VILLAGE BANK AND TRUST FINANCIAL CORP. REPORTS 17.98% RETURN ON AVERAGE EQUITY FOR THE YEAR-ENDED 2020 Midlothian, Virginia, January 27, 2021. Village Bank and Trust Financial Corp. (the “Company”) (Nasdaq symbol: VBFC), parent company of Village Bank (the “Bank”), today reported unaudited results for the fourth quarter of 2020. Net income for the fo

January 27, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 27, 2021 VILLAGE BANK AND TRUST FINANCIAL CORP. (Exact Name of Registrant as Specified in Charter) Virginia (State or Other Jurisdiction of Incorporation) 0-50765 (Commission

December 16, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 15, 2020 VILLAGE BANK AND TRUST FINANCIAL CORP. (Exact Name of Registrant as Specified in Charter) Virginia (State or Other Jurisdiction of Incorporation) 0-50765 (Commission

November 13, 2020 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 ¨ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 0-50765 VILLAGE BANK AND TRUS

October 29, 2020 EX-99.1

VILLAGE BANK AND TRUST FINANCIAL CORP. REPORTS 31% GROWTH IN EARNINGS FOR THE THIRD QUARTER OF 2020

Exhibit 99.1 News Release For Immediate Release VILLAGE BANK AND TRUST FINANCIAL CORP. REPORTS 31% GROWTH IN EARNINGS FOR THE THIRD QUARTER OF 2020 Midlothian, Virginia, October 29, 2020. Village Bank and Trust Financial Corp. (the “Company”) (Nasdaq symbol: VBFC), parent company of Village Bank (the “Bank”), today reported unaudited results for the third quarter of 2020. Net income for the third

October 29, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 29, 2020 VILLAGE BANK AND TRUST FINANCIAL CORP. (Exact Name of Registrant as Specified in Charter) Virginia (State or Other Jurisdiction of Incorporation) 0-50765 (Commission

September 25, 2020 8-K

Financial Statements and Exhibits, Other Events - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 25, 2020 VILLAGE BANK AND TRUST FINANCIAL CORP. (Exact Name of Registrant as Specified in Charter) Virginia (State or Other Jurisdiction of Incorporation) 0-50765 (Commissio

September 25, 2020 EX-99.1

VILLAGE BANK ANNOUNCES BRANCH RESTRUCTURING

Exhibit 99.1 News Release For Immediate Release VILLAGE BANK ANNOUNCES BRANCH RESTRUCTURING Village Bank (the “Bank”) is excited to announce its expansion into the Scott’s Addition area of Richmond, VA. The new branch will be the Bank’s first in the city of Richmond and is expected to open during the first quarter of 2021, pending final regulatory approval. The Scott’s Addition branch will be loca

September 24, 2020 EX-99.1

VILLAGE BANK AND TRUST FINANCIAL CORP. ANNOUNCES NEW MEMBER OF THE BOARD OF DIRECTORS

Exhibit 99.1 News Release For Immediate Release VILLAGE BANK AND TRUST FINANCIAL CORP. ANNOUNCES NEW MEMBER OF THE BOARD OF DIRECTORS Mary Margaret Kastelberg will join the Boards of Directors of Village Bank and Trust Financial Corp. and its wholly owned subsidiary, Village Bank, effective October 1, 2020. Mary Margaret Kastelberg Mrs. Kastelberg is Director of Investment Research at Alpha Wealth

September 24, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 22, 2020 VILLAGE BANK AND TRUST FINANCIAL CORP. (Exact Name of Registrant as Specified in Charter) Virginia (State or Other Jurisdiction of Incorporation) 0-50765 (Commissio

September 10, 2020 EX-10.1

Employment Agreement, dated September 4, 2020, by and between Village Bank and Max C. Morehead, Jr. (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on September 10, 2020).*

Exhibit 10.1 EMPLOYMENT AGREEMENT THIS AGREEMENT is entered into and made effective as of September 4, 2020, by and between Village Bank, a Virginia corporation (the “Corporation”), and Max C. Morehead, Jr. (the “Executive”). W I T N E S S E T H: WHEREAS, the Corporation desires to retain the services of the Executive on the terms and conditions set forth herein and, for purpose of effecting the s

September 10, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 4, 2020 VILLAGE BANK AND TRUST FINANCIAL CORP. (Exact Name of Registrant as Specified in Charter) Virginia (State or Other Jurisdiction of Incorporation) 0-50765 (Commission

August 28, 2020 8-K

Financial Statements and Exhibits, Other Events - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 24, 2020 VILLAGE BANK AND TRUST FINANCIAL CORP. (Exact Name of Registrant as Specified in Charter) Virginia (State or Other Jurisdiction of Incorporation) 0-50765 (Commission F

August 28, 2020 EX-10.1

Change of Control Agreement, dated August 24, 2020, by and between Village Bank and Christy F. Quesenbery.

EX-10.1 2 tm2029787d1ex10-1.htm EXHIBIT 10.1 EXHIBIT 10.1 CHANGE OF CONTROL AGREEMENT This Change of Control Agreement (this “Agreement”) is entered into as of August 24, 2020 (the “Effective Date”), by and between Village Bank, a Virginia banking corporation (the “Corporation”), and Christy F. Quesenbery (the “Executive”). W I T N E S S E T H: WHEREAS, the Corporation desires to provide the Execu

August 14, 2020 EX-99.1

VILLAGE BANK AND TRUST FINANCIAL CORP. ANNOUNCES SEVERAL KEY LEADERSHIP CHANGES

Exhibit 99.1 News Release For Immediate Release VILLAGE BANK AND TRUST FINANCIAL CORP. ANNOUNCES SEVERAL KEY LEADERSHIP CHANGES Midlothian, Virginia, August 14, 2020 – Village Bank and Trust Financial Corp. (Nasdaq: VBFC) (the “Company”), parent company of Village Bank (the “Bank”), announced several key leadership changes today that include the hiring of Christy Quesenbery who will join the Bank

August 14, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 14, 2020 VILLAGE BANK AND TRUST FINANCIAL CORP. (Exact Name of Registrant as Specified in Charter) Virginia (State or Other Jurisdiction of Incorporation) 0-50765 (Commission F

August 14, 2020 10-Q

Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 ¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 0-50765 VILLAGE BANK AND TRUST FINAN

August 10, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2020 VILLAGE BANK AND TRUST FINANCIAL CORP. (Exact Name of Registrant as Specified in Charter) Virginia (State or Other Jurisdiction of Incorporation) 0-50765 (Commission Fi

August 10, 2020 EX-10.1

Transition and Consulting Agreement, dated August 4, 2020, by and between Village Bank and Trust Financial Corp. and William G. Foster, Jr. (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 10, 2020).*

Exhibit 10.1 TRANSITION AND CONSULTING AGREEMENT This Transition and Consulting Agreement (the “Agreement”), dated as of August 4, 2020, is made by and between William G. Foster, Jr. (“Executive”) and Village Bank and Trust Financial Corp., a Virginia corporation (the “Company”). WHEREAS, Executive is employed by the Company and provides services to the Company as President and Chief Executive Off

July 31, 2020 EX-10.1

Employment Agreement, dated July 28, 2020, by and between Village Bank and Trust Financial Corp. and James E. Hendricks, Jr. (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 31, 2020).*

Exhibit 10.1 EMPLOYMENT AGREEMENT THIS AGREEMENT is entered into as of July 28, 2020 and made effective as of August 15, 2020 (the “Effective Date”), by and among Village Bank and Trust Financial Corp., a Virginia corporation (the “Corporation”), James E. Hendricks, Jr. (the “Executive”), and, solely for purposes of Section 13 hereof, Village Bank, a Virginia banking corporation. W I T N E S S E T

July 31, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 28, 2020 VILLAGE BANK AND TRUST FINANCIAL CORP. (Exact Name of Registrant as Specified in Charter) Virginia (State or Other Jurisdiction of Incorporation) 0-50765 (Commission Fil

July 29, 2020 EX-99.1

VILLAGE BANK AND TRUST FINANCIAL CORP. REPORTS SECOND QUARTER EARNINGS OF $2.3 MILLION AND ROE of 20.12%

Exhibit 99.1 News Release For Immediate Release VILLAGE BANK AND TRUST FINANCIAL CORP. REPORTS SECOND QUARTER EARNINGS OF $2.3 MILLION AND ROE of 20.12% Midlothian, Virginia, July 29, 2020. Village Bank and Trust Financial Corp. (the “Company”) (Nasdaq symbol: VBFC), parent company of Village Bank (the “Bank”), today reported unaudited results for the second quarter of 2020. Net income for the sec

July 29, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 29, 2020 VILLAGE BANK AND TRUST FINANCIAL CORP. (Exact Name of Registrant as Specified in Charter) Virginia (State or Other Jurisdiction of Incorporation) 0-50765 (Commission Fil

July 9, 2020 EX-99.1

VILLAGE BANK AND TRUST FINANCIAL CORP. ANNOUNCES NEW PRESIDENT AND CHIEF EXECUTIVE OFFICER

Exhibit 99.1 News Release For Immediate Release VILLAGE BANK AND TRUST FINANCIAL CORP. ANNOUNCES NEW PRESIDENT AND CHIEF EXECUTIVE OFFICER Midlothian, Virginia, July 9, 2020 – Village Bank and Trust Financial Corp. (Nasdaq: VBFC) (the “Company”), parent company of Village Bank (the “Bank”), announced today that William G. Foster, Jr., President and Chief Executive Officer of the Company and the Ba

July 9, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 7, 2020 VILLAGE BANK AND TRUST FINANCIAL CORP. (Exact Name of Registrant as Specified in Charter) Virginia (State or Other Jurisdiction of Incorporation) 0-50765 (Commission File

June 26, 2020 S-8

- S-8

As filed with the Securities and Exchange Commission on June 26, 2020 Registration No.

June 26, 2020 EX-5.0

Consent of Williams Mullen (included in Exhibit 5.0).

Exhibit 5.0 June 26, 2020 Village Bank and Trust Financial Corp. 13319 Midlothian Turnpike Midlothian, Virginia 23113 Re: Registration Statement on Form S-8 Ladies and Gentlemen: We have acted as special counsel to Village Bank and Trust Financial Corp., a Virginia corporation (the “Company”), with respect to the offer and sale from time to time of shares of the Company’s common stock, par value $

May 19, 2020 EX-99.1

Cautionary Statement Regarding Forward - Looking Statements This presentation contains forward - looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward - looking statements include, but are not li

You're a Neighbor, Not a Number 2020 Annual Shareholders Meeting Exhibit 99.1 Cautionary Statement Regarding Forward - Looking Statements This presentation contains forward - looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward - looking statements include, but are not limited to, statements about (i) the Company’s plans, objectives, expectat

May 19, 2020 8-K

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 19, 2020 VILLAGE BANK AND TRUST FINANCIAL CORP. (Exact Name of Registrant as Specified in Charter) Virginia (State or Other Jurisdiction of Incorporation) 0-50765 (Commission File

May 14, 2020 10-Q

Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 0-50765 VILLAGE BANK AND TRUST FI

April 29, 2020 EX-99.1

VILLAGE BANK AND TRUST FINANCIAL CORP. REPORTS RESULTS OF OPERATIONS FOR THE FIRST QUARTER 2020

EX-99.1 2 tm2018130d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 News Release For Immediate Release VILLAGE BANK AND TRUST FINANCIAL CORP. REPORTS RESULTS OF OPERATIONS FOR THE FIRST QUARTER 2020 Midlothian, Virginia, April 29, 2020. Village Bank and Trust Financial Corp. (the “Company”) (Nasdaq symbol: VBFC), parent company of Village Bank (the “Bank”), today reported unaudited results for the first qua

April 29, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 29, 2020 VILLAGE BANK AND TRUST FINANCIAL CORP. (Exact Name of Registrant as Specified in Charter) Virginia (State or Other Jurisdiction of Incorporation) 0-50765 (Commission Fi

April 20, 2020 EX-99.1

VILLAGE BANK AND TRUST FINANCIAL CORP. REPORTS LOANS PROCESSED UNDER THE SMALL BUSINESS ADMINISTRATION PAYCHECK PROTECTION PROGRAM

Exhibit 99.1 News Release For Immediate Release VILLAGE BANK AND TRUST FINANCIAL CORP. REPORTS LOANS PROCESSED UNDER THE SMALL BUSINESS ADMINISTRATION PAYCHECK PROTECTION PROGRAM Midlothian, Virginia, April 20, 2020. Village Bank and Trust Financial Corp. (the “Company”), parent company of Village Bank (the “Bank”), announced today that it was able to get approval for approximately $150 million in

April 20, 2020 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 20, 2020 VILLAGE BANK AND TRUST FINANCIAL CORP. (Exact Name of Registrant as Specified in Charter) Virginia (State or Other Jurisdiction of Incorporation) 0-50765 (Commission Fi

April 6, 2020 DEFA14A

VBFC / Village Bank & Trust Financial Corp. DEFA14A - - DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State

April 6, 2020 DEF 14A

Village Bank and Trust Financial Corp. 2015 Stock Incentive Plan, as amended (incorporated by reference to Appendix A of the Proxy Statement for the Annual Meeting of Shareholders held on May 19, 2020, filed with the Securities and Exchange Commission on April 6, 2020).*

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy State

April 6, 2020 DEFA14A

VBFC / Village Bank & Trust Financial Corp. DEFA14A - - DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State

March 26, 2020 EX-10.2

Amended and Restated Change of Control Agreement, dated March 24, 2020, by and between Village Bank and Trust Financial Corp. and Donald M. Kaloski, Jr. (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 26, 2020).*

EXHIBIT 10.2 AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENT This Amended and Restated Change of Control Agreement (this “Agreement”) is entered into as of March 24, 2020 (the “Effective Date”), by and between Village Bank, a Virginia banking corporation (the “Corporation”), and Max C. Morehead, Jr. (the “Executive”) and supersedes and replaces the Change of Control Agreement, effective May 1, 20

March 26, 2020 EX-10.1

Change of Control Agreement, dated March 24, 2020, by and between Village Bank and Trust Financial Corp. and Donald M. Kaloski, Jr.

EXHIBIT 10.1 AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENT This Amended and Restated Change of Control Agreement (this “Agreement”) is entered into as of March 24, 2020 (the “Effective Date”), by and between Village Bank and Trust Financial Corp., a Virginia corporation (the “Corporation”), and Donald M. Kaloski, Jr. (the “Executive”) and supersedes and replaces the Change of Control Agreement,

March 26, 2020 EX-3.2

Amended and Restated Bylaws of Village Bank and Trust Financial Corp. (incorporated by reference to Exhibit 3.2 of the Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 26, 2020).

EXHIBIT 3.2 AMENDED AND RESTATED BYLAWS Of VILLAGE BANK AND TRUST FINANCIAL CORP. (as of March 24, 2020) Table of Contents Page ARTICLE I – SHARES 1 Section 1. Certificates 1 Section 2. Signatures 1 Section 3. Duplicate Certificates 1 Section 4. Transfer of Shares 1 Section 5. Restrictions on Transfer 1 ARTICLE II – SHAREHOLDERS 2 Section 1. Holders of Shares 2 Section 2. Organization and Order of

March 26, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 24, 2020 VILLAGE BANK AND TRUST FINANCIAL CORP. (Exact Name of Registrant as Specified in Charter) Virginia (State or Other Jurisdiction of Incorporation) 0-50765 (Commission Fi

March 16, 2020 10-K

VBFC / Village Bank & Trust Financial Corp. 10-K - Annual Report - FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 Commission file number 0-50765 VILLAGE BANK AND TRUST FINANCIAL CORP. (Exact name of registrant as specified in its charter) Virginia 16-1694602 (State or other jurisdiction of (I.R.S. Empl

March 16, 2020 EX-4.3

Description of Village Bank and Trust Financial Corps Securities

Exhibit 4.3 DESCRIPTION OF VILLAGE BANK AND TRUST FINANCIAL CORP.’S SECURITIES As of December 31, 2019, the common stock of Village Bank and Trust Financial Corp. (the “Company”) was the only class of its securities registered under Section 12 of the Securities Exchange Act of 1934. The following summary description of the material features of the Company’s common stock does not purport to be comp

March 16, 2020 EX-21

Subsidiaries of Village Bank and Trust Financial Corp.

Exhibit 21 Subsidiaries of Village Bank and Trust Financial Corp. Name of Subsidiary State of Organization Village Bank Virginia Village Bank Mortgage Corporation Virginia (wholly-owned subsidiary of Village Bank) Village Insurance Agency, Inc. Virginia (wholly-owned subsidiary of Village Bank) Village Financial Services Corporation Virginia (wholly-owned subsidiary of Village Bank) Southern Commu

January 28, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 28, 2020 VILLAGE BANK AND TRUST FINANCIAL CORP. (Exact Name of Registrant as Specified in Charter) Virginia (State or Other Jurisdiction of Incorporation) 0-50765 (Commission

January 28, 2020 EX-99.1

Cautionary Statement Regarding Forward - Looking Statements This presentation contains forward - looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward - looking statements include, but are not li

Exhibit 99.1 You're a Neighbor, Not a Number Q4 201 9 Investor Presentation Exhibit 99.1 Cautionary Statement Regarding Forward - Looking Statements This presentation contains forward - looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward - looking statements include, but are not limited to, statements about (i) the Company’s plans, objective

January 28, 2020 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 28, 2020 VILLAGE BANK AND TRUST FINANCIAL CORP. (Exact Name of Registrant as Specified in Charter) Virginia (State or Other Jurisdiction of Incorporation) 0-50765 (Commission

January 28, 2020 EX-99.1

VILLAGE BANK AND TRUST FINANCIAL CORP. REPORTS 12.11% RETURN ON AVERAGE EQUITY AND 50% GROWTH IN EARNINGS FOR THE FOURTH QUARTER OF 2019

Exhibit 99.1 News Release For Immediate Release VILLAGE BANK AND TRUST FINANCIAL CORP. REPORTS 12.11% RETURN ON AVERAGE EQUITY AND 50% GROWTH IN EARNINGS FOR THE FOURTH QUARTER OF 2019 Midlothian, Virginia, January 28, 2020. Village Bank and Trust Financial Corp. (the “Company”) (Nasdaq symbol: VBFC), parent company of Village Bank (the “Bank”), today reported unaudited results for the fourth quar

November 22, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 19, 2019 VILLAGE BANK AND TRUST FINANCIAL CORP. (Exact Name of Registrant as Specified in Charter) Virginia 0-50765 16-1694602 (State or Other Jurisdiction (Commission File N

November 22, 2019 EX-10.1

Village Bank and Trust Financial Corp. Deferred Compensation Plan (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 22, 2019).*

Exhibit 10.1 VIRGINIA BANKERS ASSOCIATION MODEL NON-QUALIFIED DEFERRED COMPENSATION PLAN FOR EXECUTIVES (As Restated Effective January 1, 2017) TABLE OF CONTENTS Page ARTICLE I Definition of Terms 1.1 Act 1 1.2 Administrator 1 1.3 Adoption Agreement 1 1.4 Affiliate 1 1.5 Beneficiary 2 1.6 Benefit Commencement Date 2 1.7 Board 2 1.8 Change in Control 2 1.9 Code 2 1.10 Compensation 2 1.11 Deferral A

November 13, 2019 SC 13D/A

VBFC / Village Bank & Trust Financial Corp. / LEHMAN KENNETH R - SCHEDULE 13D/A Activist Investment

SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Amendment No. 3 Under the Securities Exchange Act of 1934 Village Bank and Trust Financial Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 92705T200 (CUSIP Number) Kenneth R. Lehman, 122 North Gordon Road, Fort Lauderdale, FL 33301 703-975-7967 (Name, address and telephone number of person authorized to receive

November 12, 2019 10-Q

VBFC / Village Bank & Trust Financial Corp. 10-Q - Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 ¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 0-50765 VILLAGE BANK AND TRUST

October 17, 2019 EX-99.1

VILLAGE BANK AND TRUST FINANCIAL CORP. REPORTS 16.83% RETURN ON AVERAGE EQUITY AND 53% GROWTH IN EARNINGS FOR THE THIRD QUARTER OF 2019

Exhibit 99.1 News Release For Immediate Release VILLAGE BANK AND TRUST FINANCIAL CORP. REPORTS 16.83% RETURN ON AVERAGE EQUITY AND 53% GROWTH IN EARNINGS FOR THE THIRD QUARTER OF 2019 Midlothian, Virginia, October 17, 2019. Village Bank and Trust Financial Corp. (the “Company”) (Nasdaq symbol: VBFC), parent company of Village Bank (the “Bank”), today reported unaudited results for the third quarte

October 17, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 17, 2019 VILLAGE BANK AND TRUST FINANCIAL CORP. (Exact Name of Registrant as Specified in Charter) Virginia (State or Other Jurisdiction of Incorporation) 0-50765 (Commission

August 9, 2019 10-Q

VBFC / Village Bank & Trust Financial Corp. 10-Q - Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 0-50765 VILLAGE BANK AND TRUST FIN

August 6, 2019 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 6, 2019 VILLAGE BANK AND TRUST FINANCIAL CORP. (Exact Name of Registrant as Specified in Charter) Virginia (State or Other Jurisdiction of Incorporation) 0-50765 (Commission Fi

August 6, 2019 EX-99.1

Cautionary Statement Regarding Forward - Looking Statements This presentation contains forward - looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward - looking statements include, but are not li

You're a Neighbor, Not a Number Q2 201 9 Investor Presentation Exhibit 99.1 Cautionary Statement Regarding Forward - Looking Statements This presentation contains forward - looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward - looking statements include, but are not limited to, statements about (i) the Company’s plans, objectives, expectatio

July 24, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 24, 2019 VILLAGE BANK AND TRUST FINANCIAL CORP. (Exact Name of Registrant as Specified in Charter) Virginia 0-50765 16-1694602 (State or Other Jurisdiction of Incorporation) (Com

July 24, 2019 EX-99.1

VILLAGE BANK AND TRUST FINANCIAL CORP. REPORTS RESULTS OF OPERATIONS FOR THE SECOND QUARTER 2019

Exhibit 99.1 News Release For Immediate Release VILLAGE BANK AND TRUST FINANCIAL CORP. REPORTS RESULTS OF OPERATIONS FOR THE SECOND QUARTER 2019 Midlothian, Virginia, July 24, 2019. Village Bank and Trust Financial Corp. (the “Company”) (Nasdaq symbol: VBFC), parent company of Village Bank (the “Bank”), today reported unaudited results for the second quarter of 2019. Net income for the second quar

June 25, 2019 8-K

Changes in Control of Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 19, 2019 VILLAGE BANK AND TRUST FINANCIAL CORP. (Exact Name of Registrant as Specified in Charter) Virginia (State or Other Jurisdiction of Incorporation) 0-50765 (Commission Fil

May 22, 2019 EX-99.1

Cautionary Statement Regarding Forward - Looking Statements This presentation contains forward - looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward - looking statements include, but are not li

You're a Neighbor, Not a Number 201 9 Annual Shareholders Meeting Exhibit 99.1 Cautionary Statement Regarding Forward - Looking Statements This presentation contains forward - looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward - looking statements include, but are not limited to, statements about ( i ) the Company’s plans, objectives, expec

May 22, 2019 8-K

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 21, 2019 VILLAGE BANK AND TRUST FINANCIAL CORP. (Exact Name of Registrant as Specified in Charter) Virginia (State or Other Jurisdiction of Incorporation) 0-50765 (Commission File

May 13, 2019 10-Q

VBFC / Village Bank & Trust Financial Corp. 10-Q Quarterly Report 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 0-50765 VILLAGE BANK AND TRUST FI

April 30, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 30, 2019 VILLAGE BANK AND TRUST FINANCIAL CORP. (Exact Name of Registrant as Specified in Charter) Virginia (State or Other Jurisdiction of Incorporation) 0-50765 (Commission Fi

April 30, 2019 EX-99.1

VILLAGE BANK AND TRUST FINANCIAL CORP. REPORTS RESULTS OF OPERATIONS FOR THE FIRST QUARTER 2019

Exhibit 99.1 News Release For Immediate Release VILLAGE BANK AND TRUST FINANCIAL CORP. REPORTS RESULTS OF OPERATIONS FOR THE FIRST QUARTER 2019 Midlothian, Virginia, April 30, 2019. Village Bank and Trust Financial Corp. (the “Company”) (Nasdaq symbol: VBFC), parent company of Village Bank (the “Bank”), today reported unaudited results for the first quarter of 2019. Net income for the first quarte

April 9, 2019 DEFA14A

VBFC / Village Bank & Trust Financial Corp. DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State

April 8, 2019 DEFA14A

VBFC / Village Bank & Trust Financial Corp. DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State

April 8, 2019 DEF 14A

VBFC / Village Bank & Trust Financial Corp. DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy State

March 29, 2019 EX-10.3

Change of Control Agreement, dated May 1, 2018, by and between Village Bank and Max C. Morehead, Jr.*

Exhibit 10.3 CHANGE OF CONTROL AGREEMENT THIS AGREEMENT is entered into as of the date set forth below, by and between Village Bank, a Virginia banking corporation (the “Corporation”), and Max C. Morehead, Jr. (the “Executive”) and is made effective May 1, 2018 (the “Effective Date”). WITNESSETH: WHEREAS, the Corporation desires to provide the Executive with the opportunity to receive severance pr

March 29, 2019 EX-21

Subsidiaries of Village Bank and Trust Financial Corp.

Exhibit 21 Subsidiaries of Village Bank and Trust Financial Corp. Name of Subsidiary State of Organization Village Bank Virginia Village Bank Mortgage Corporation Virginia (wholly-owned subsidiary of Village Bank) Village Insurance Agency, Inc. Virginia (wholly-owned subsidiary of Village Bank) Village Financial Services Corporation Virginia (wholly-owned subsidiary of Village Bank) Southern Commu

March 29, 2019 10-K

VBFC / Village Bank & Trust Financial Corp. 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 Commission file number 0-50765 VILLAGE BANK AND TRUST FINANCIAL CORP. (Exact name of registrant as specified in its charter) Virginia 16-1694602 (State or other jurisdiction of (I.R.S. Empl

January 30, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 30, 2019 VILLAGE BANK AND TRUST FINANCIAL CORP. (Exact Name of Registrant as Specified in Charter) Virginia (State or Other Jurisdiction of Incorporation) 0-50765 (Commission

January 30, 2019 EX-99.1

VILLAGE BANK AND TRUST FINANCIAL CORP. REPORTS RECORD PRE-TAX EARNINGS FOR THE YEAR ENDED 2018

Exhibit 99.1 News Release For Immediate Release VILLAGE BANK AND TRUST FINANCIAL CORP. REPORTS RECORD PRE-TAX EARNINGS FOR THE YEAR ENDED 2018 Midlothian, Virginia, January 30, 2019. Village Bank and Trust Financial Corp. (the “Company”) (NASDAQ symbol: VBFC), parent company of Village Bank (the “Bank”), today reported unaudited results for the fourth quarter of 2018. Net income for the fourth qua

December 21, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 20, 2018 VILLAGE BANK AND TRUST FINANCIAL CORP. (Exact Name of Registrant as Specified in Charter) Virginia (State or Other Jurisdiction of Incorporation) 0-50765 (Commission

December 21, 2018 EX-10.1

Employment Agreement, dated December 20, 2018, by and between Village Bank and James E. Hendricks, Jr. (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission December 21, 2018).*

Exhibit 10.1 EMPLOYMENT AGREEMENT THIS AGREEMENT is entered into as of the date set forth below, by and between VILLAGE BANK, a Virginia chartered bank (the “Corporation”), and James E. Hendricks, Jr. (the “Executive”) and is made effective December 20, 2018. W I T N E S S E T H: WHEREAS, the Corporation desires to retain the services of the Executive on the terms and conditions set forth herein a

November 9, 2018 10-Q

VBFC / Village Bank & Trust Financial Corp. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 0-50765 VILLAGE BANK AND TRUS

November 5, 2018 SC 13D/A

VBFC / Village Bank & Trust Financial Corp. / LEHMAN KENNETH R - SC 13D/A Activist Investment

SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Amendment No. 2 Under the Securities Exchange Act of 1934 Village Bank and Trust Financial Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 92705T200 (CUSIP Number) Kenneth R. Lehman, 1408 North Abingdon Street, Arlington, Virginia 703.975.7967 (Name, address and telephone number of person authorized to receive

October 25, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 25, 2018 VILLAGE BANK AND TRUST FINANCIAL CORP. (Exact Name of Registrant as Specified in Charter) Virginia (State or Other Jurisdiction of Incorporation) 0-50765 (Commission

October 25, 2018 EX-99.1

VILLAGE BANK AND TRUST FINANCIAL CORP. REPORTS 12.56% RETURN ON AVERAGE TANGIBLE COMMON EQUITY AND 76% GROWTH IN EARNINGS FOR THE THIRD QUARTER OF 2018

EX-99.1 2 tv505515ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 News Release For Immediate Release VILLAGE BANK AND TRUST FINANCIAL CORP. REPORTS 12.56% RETURN ON AVERAGE TANGIBLE COMMON EQUITY AND 76% GROWTH IN EARNINGS FOR THE THIRD QUARTER OF 2018 Midlothian, Virginia, October 25, 2018. Village Bank and Trust Financial Corp. (the “Company”) (NASDAQ symbol: VBFC), parent company of Village Bank (the “Ban

August 14, 2018 10-Q

VBFC / Village Bank & Trust Financial Corp. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 0-50765 VILLAGE BANK AND TRUST FIN

August 9, 2018 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 9, 2018 VILLAGE BANK AND TRUST FINANCIAL CORP. (Exact Name of Registrant as Specified in Charter) Virginia (State or Other Jurisdiction of Incorporation) 0-50765 (Commission Fi

August 9, 2018 EX-99.1

Cautionary Statement Regarding Forward - Looking Statements This presentation contains forward - looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward - looking statements include, but are not li

You're a Neighbor, Not a Number August 2018 Investor Presentation Exhibit 99.1 Cautionary Statement Regarding Forward - Looking Statements This presentation contains forward - looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward - looking statements include, but are not limited to, statements about ( i ) the Company’s plans, objectives, expec

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