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~~February 3125, 2025

VILLAGE BANK AND TRUST FINANCIAL CORP.

(Exact Name of Registrant as Specified in Charter)

of Incorporation)

Virginia

(State or Other Jurisdiction
of Incorporation)

0-50765
(Commission File Number)

16-1694602
(IRS Employer
Identification No.)



13319 Midlothian Turnpike Midlothian, Virginia (Address of Principal Executive Offices)		23113 (Zip Code)

Registrant’s Telephone Number, Including Area Code: (804) 897-3900

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $4.00 per share	VBFC	Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 28.0201 ~~Results~~Other ~~of Operations and Financial Condition~~Events.

On ~~January~~February 3125, 2025, Village Bank and Trust Financial Corp. issued a press release ~~reporting~~announcing that its ~~financial~~board ~~results~~of ~~for~~directors ~~the~~declared ~~period~~a ~~ended~~quarterly ~~December~~cash ~~31,~~dividend ~~2024~~of $0.18 Aper ~~copy~~common ofshare. ~~the~~The ~~press~~dividend ~~release~~will isbe ~~being~~payable ~~furnished~~on asMarch an14, ~~exhibit~~2025, to ~~this~~shareholders ~~report~~of ~~and~~record ~~shall~~as ~~not~~of beMarch ~~deemed~~7, ~~“filed” for any purpose~~2025.

A copy of the press release is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.	Description

99.1	Press release dated ~~January~~February 3125, 2025.
104	Cover Page Interactive Data File – the cover page iXBRL tags are embedded within the Inline XBRL document.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	VILLAGE BANK AND TRUST FINANCIAL CORP.
	(Registrant)

Date: January 31, 2025	By:	/s/ Donald M. Kaloski, Jr.
Date: February 25, 2025	By:	/s/ Donald M. Kaloski, Jr.
	Donald M. Kaloski, Jr.
	Executive Vice President and CFO

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