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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act. Yes◻No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days.Yes☒No◻ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required to submit suchfiles).Yes☒No◻ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growthcompany” in Rule12b-2 of the Exchange Act. Accelerated filer◻Smaller reporting company☒Emerging growth company◻ Large accelerated filer◻Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with anynew or revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.◻ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included inthe filing reflect the correction of an error to previously issued financial statements.◻ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).◻ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).Yes☐No☒ The aggregate market value of common stock held by non-affiliates of the registrant as of the last business day of the Registrant’s most recentcompleted second fiscal quarter was approximately $27,436,000. The number of shares of common stock outstanding as of March 15, 2025 was1,498,097. DOCUMENTS INCORPORATED BY REFERENCE Village Bank and Trust Financial Corp.Form10-K TABLE OF CONTENTS PartIItem1.BusinessItem1A.Risk FactorsItem1B.Unresolved Staff CommentsItem1C.CybersecurityItem2.PropertiesItem3.Legal ProceedingsItem4.Mine Safety Disclosures 3142727292929 PartIIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and IssuerPurchases of Equity Securities30Item6.Reserved30Item7.Management’s Discussion and Analysis of Financial Condition and Results ofOperations30Item7A.Quantitative and Qualitative Disclosures About Market Risk48Item8.Financial Statements and Supplementary Data48Item9.Changes In and Disagreements with Accountants on Accounting and FinancialDisclosure97Item9A.Controls and Procedures97Item9B.Other Information97Item9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections98 PartIIIItem10.Directors, Executive Officers and Corporate Governance98Item11.Executive Compensation102Item12.Security Ownership of Certain Beneficial Owners and Management and RelatedStockholder Matters114Item13.Certain Relationships and Related Transactions, and Director Independence116Item14.Principal Accountant Fees and Services117 PartIVItem15.Exhibits and Financial Statement Schedules118Item16.Form10-K Summary120 Signatures121 PARTI In addition to historical information, the following report contains forward-looking statements that aresubject to risks and uncertainties that could cause Village Bank and Trust Financial Corp.’s actualresults to differ materially from those anticipated. Readers are cautioned not to place undue relianceon these forward-looking statements, which reflect management’s analysis only as of the date of thereport. For discussion of factors that may cause our actual future results to differ materially fromthose anticipated, please see Item7– “Management’s Discussion and Analysis of Financial Conditionand Results of Operations” herein. ITEM1. BUSINESS Village Bank and Trust Financial Corp. (“Company”) was incorporated in January2003 and wasorganized under the laws of the Commonwealth of Virginia as a bank holding company. TheCompany has three wholly owned subsidiaries: Village Bank (the “Bank”), Southern CommunityFinancial Capital Trust I, and Village F