Affinity Bancshares Inc SEC Filings

Affinity Bancshares, Inc. EVP and CCO Nelson Clark reported routine tax withholding on company stock. On July 1, 2026, 440 shares of Affinity Bancshares common stock were disposed of at $22.60 per share to satisfy tax obligations by delivering shares, rather than through an open-market sale.

After this transaction, Clark directly held 12,129 shares of common stock, with additional indirect holdings of 7,373 shares through an ESOP and 1,000 shares in an IRA. He also retained stock options over 10,000, 7,500, 5,000, and 22,671 underlying shares at exercise prices between $7.77 and $14.85, expiring between 2030 and 2033.

Affinity Bancshares, Inc. is asking stockholders to approve a planned merger with Fidelity BancShares and The Fidelity Bank, to be voted at a virtual special meeting on July 7, 2026. Under the merger agreement each outstanding share of Company common stock will be converted into the right to receive $23.00 in cash per share, subject to downward adjustment if the Company’s adjusted stockholders’ equity at closing is below its adjusted stockholders’ equity as of February 28, 2026. The Company fixed the record date as May 21, 2026; there were 6,094,885 shares outstanding as of that date.

The board unanimously recommends approval and Performance Trust delivered a fairness opinion as of March 30, 2026. The parties expect to complete the mergers in the third quarter of 2026, subject to customary regulatory approvals. Notable deal terms in the proxy include accelerated vesting of equity awards at closing, a $5.5 million termination fee payable by the Company in certain circumstances, and that all outstanding stock options and restricted stock will vest at closing.

Affinity Bancshares Inc reported that AllianceBernstein L.P. beneficially owns 598,619 shares, representing 9.8% of the common stock as of 03/31/2026. The filing states these shares were acquired solely for investment purposes on behalf of client discretionary investment advisory accounts. AllianceBernstein notes it is a majority owned subsidiary of Equitable Holdings, Inc. but operates under independent management. The Schedule 13G/A was signed on 05/15/2026.

Affinity Bancshares, Inc. reported stronger quarterly results and agreed to be acquired. Net income for the three months ended March 31, 2026 rose to $2.3 million from $1.8 million a year earlier, with diluted EPS increasing to $0.36 from $0.28. Loans grew to $751.8 million and deposits to $734.3 million, helping lift total assets to $924.7 million. Credit quality remained stable, with an allowance for credit losses of $8.9 million (1.18% of loans) and net charge-offs of $105,000. Liquidity improved as cash and cash equivalents climbed to $89.4 million, and the bank remained well capitalized. On March 30, 2026, the company entered a Merger Agreement under which each share will be converted into the right to receive $23.00 in cash, subject to an equity-based adjustment, with closing expected in the third quarter of 2026 pending regulatory and shareholder approvals.

Affinity Bancshares, Inc. is asking shareholders to approve a series of mergers under an Agreement and Plan of Merger dated that would result in Affinity Bancshares and Affinity Bank being combined into Fidelity Bank, a wholly owned subsidiary of Fidelity BancShares. Each outstanding share of Affinity common stock will be converted into the right to receive $23.00 in cash per share, subject to a downward adjustment tied to the Company’s adjusted stockholders’ equity relative to its February 28, 2026 benchmark. The board unanimously recommends votes FOR the merger, an advisory vote on merger-related executive compensation, and an adjournment proposal. Completion is expected in Q3 2026 and is subject to customary closing conditions and regulatory approvals including the Federal Reserve, FDIC and OCC.

Affinity Bancshares, Inc. reported stronger first quarter 2026 results, with net income of $2.3 million for the three months ended March 31, 2026, up from $1.8 million a year earlier. Diluted earnings per share rose to $0.36 from $0.28, reflecting a 24.7% increase in earnings and a 24.1% increase in diluted EPS from first quarter 2025.

Net interest income improved to $7.6 million, supported by higher loan and interest-earning deposit income, while noninterest expense declined to $5.2 million, mainly from lower salaries and benefits. Total assets reached $924.7 million, loans grew to $751.8 million, and deposits to $734.3 million. Return on assets was 1.00% and return on equity was 7.19%, with tangible book value per share increasing to $18.30.

Affinity Bancshares, Inc. filed Amendment No. 1 to its Annual Report for the year ended December 31, 2025 to add Part III disclosures on directors, executive pay, ownership and auditor fees. The amendment does not change previously reported financial statements or other Parts I and II disclosures.

The filing details board composition, committee structure and compensation for named executive officers, including 2025 total pay of $665,294 for CEO Edward J. Cooney. It also describes employment agreements, change-in-control protections and a Supplemental Executive Retirement Plan for the CEO.

In connection with the proposed merger with Fidelity BancShares (N.C.), Inc. and The Fidelity Bank, the amendment outlines settlement and restrictive covenant agreements that provide cash payments of $1,649,250 to Mr. Cooney, $1,201,073 to Clark N. Nelson and $707,905 to Elizabeth M. Galazka, subject to release and restrictive covenants. The document further summarizes equity incentive plans, director compensation, significant shareholders and 2025 audit fees.

Affinity Bancshares, Inc. agreed to be acquired by Fidelity Bank in an all‑cash merger valuing Affinity at approximately $142.8 million. Affinity stockholders will receive $23.00 in cash per share, subject to adjustment based on adjusted stockholders’ equity at closing.

The deal, unanimously approved by both boards, is expected to close in the third quarter of 2026, pending regulatory and stockholder approvals and other customary conditions. Affinity and Fidelity also entered into director support agreements and executive settlement agreements that provide cash payments and impose post‑employment non‑compete and non‑solicitation covenants on key executives.

Affinity Bancshares, Inc., parent of Affinity Bank, reports a community- and niche-focused banking model with total assets of $881.7 million as of December 31, 2025. Loans were $742.7 million, deposits $695.0 million, and stockholders’ equity $127.0 million.

The loan book is concentrated in commercial real estate and commercial and industrial lending, with a major specialty in the dental market, which totaled $194.1 million or 26.1% of loans. Indirect automobile loans were $135.8 million, primarily purchased retail auto contracts across several Southeastern states.

Asset quality metrics remain solid, with non‑accrual loans of $3.6 million, equal to 0.48% of total loans and 0.40% of total assets. The allowance for credit losses was $9.0 million, or 1.21% of loans, covering non‑performing loans by about 252%.