STOCK TITAN

Affinity Bancshares (AFBI) boosts Q1 earnings and inks $23 cash merger deal

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
10-Q

Rhea-AI Filing Summary

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.

Positive

  • Definitive cash merger agreement at $23.00 per share with Fidelity BancShares and The Fidelity Bank, expected to close in Q3 2026 subject to approvals, represents a transformative liquidity event for existing shareholders.
  • Earnings growth and stronger profitability, with net income rising to $2.3 million from $1.8 million and diluted EPS improving to $0.36 from $0.28 year over year.
  • Healthy credit and capital profile, including an $8.9 million allowance for credit losses (1.18% of loans), net charge-offs of $105,000, and capital ratios comfortably above well-capitalized regulatory thresholds.

Negative

  • None.

Insights

Improved earnings and a definitive all-cash merger agreement reshape AFBI’s outlook.

Affinity Bancshares delivered higher profitability, with net income of $2.3M versus $1.8M a year earlier and diluted EPS up to $0.36. Net interest income increased, and noninterest expenses declined modestly, supporting better operating leverage.

Balance sheet growth was solid: loans reached $751.8M, deposits $734.3M, and total assets $924.7M. Credit costs were contained, with an allowance of $8.9M (1.18% of loans) and net charge-offs of $105K. Regulatory capital ratios remained well above “well capitalized” thresholds.

The key development is the $23.00-per-share cash Merger Agreement with Fidelity BancShares and The Fidelity Bank, expected to close in Q3 2026, subject to regulatory and shareholder approvals and an equity-based adjustment. This transaction effectively caps the standalone valuation path and shifts focus to deal completion risk and timing.

Total assets $924.7 million Balance sheet at March 31, 2026
Net income $2.284 million Three months ended March 31, 2026
Diluted EPS $0.36 Three months ended March 31, 2026 vs $0.28 in 2025
Loans outstanding $751.8 million Gross loans at March 31, 2026
Deposits $734.3 million Total deposits at March 31, 2026
Allowance for credit losses $8.889 million 1.18% of total loans at March 31, 2026
Merger cash consideration $23.00 per share Cash payable per share under Merger Agreement
Net interest income $7.565 million Before credit loss provision, Q1 2026
Allowance for credit losses financial
"Our allowance for credit losses was $8.9 million at March 31, 2026"
Allowance for credit losses is a reserve set aside by a financial institution to cover potential losses from borrowers who may not repay their loans. It acts like a safety net, helping the institution prepare for loans that might turn sour. For investors, it signals how cautious the institution is about the quality of its loans and potential risks to its financial health.
Brokered CDs financial
"Brokered CDs totaled $70.3 million and had a weighted average rate of 4.38%"
Merger Agreement regulatory
"the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”)"
A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.
Common Equity Tier 1 financial
"Common Equity Tier 1 (to Risk Weighted Assets) was 12.30%"
Common Equity Tier 1 is the highest-quality capital a bank holds—mainly common shares and retained profits—that acts as the primary cushion against losses. Investors use the CET1 level and ratio to judge a bank’s financial strength and regulatory standing: a bigger cushion means the bank is better able to absorb shocks, sustain payouts and borrow cheaply, much like an emergency fund for a household.
Employee Stock Ownership Plan (ESOP) financial
"The Company sponsors an employee stock ownership plan (“ESOP”) that covers all employees"
An employee stock ownership plan (ESOP) is a company-run retirement and ownership program that gives workers shares or the right to buy shares, so employees collectively hold part of the business. It matters to investors because ESOPs change who owns the company and can affect share supply, corporate incentives and long-term performance—think of it like turning employees into partial owners, which can align interests but also dilute existing shareholders or alter cash flows for payouts.
Net interest margin financial
"our net interest margin decreased to 3.50% for the three months ended March 31, 2026"
Net interest margin measures how much a bank earns from lending and investing compared with what it pays for funding, expressed as a percentage of its interest-earning assets. Think of it like a grocery store’s markup: it shows the gap between buying cost and selling price per dollar of goods — here, the cost is interest paid and the sale is interest received. Investors watch it because a higher margin usually means a bank is more profitable and better at managing interest rate and credit conditions.
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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, 2026

OR

TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period

Commission File No. 001-39914

 

Affinity Bancshares, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

Maryland

 

82-1147778

(State or Other Jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification No.)

 

 

 

3175 Highway 278

Covington, Georgia

 

30014

(Address of Principal Executive Offices)

 

(Zip Code)

 

(770) 786-7088

(Registrant’s Telephone Number, Including Area Code)

 

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

 

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 $0.01 per share

 

AFBI

 

The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such requirements for the past 90 days. YesNo

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YesNo

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

 

Accelerated filer

 

 

 

 

 

Non-accelerated filer

 

Smaller reporting company

 

 

 

 

 

 

 

 

Emerging growth company

 

 

 

 

 

 

 

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

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YesNo

 

 

 

 

 

 

 

 

 

As of May 6, 2026, 6,094,885 shares of the Registrant’s common stock, par value $0.01 per share, were outstanding.

 

 

 


 

Affinity Bancshares, Inc.

Form 10-Q

Table of Contents

 

 

 

 

 

Page

PART I. FINANCIAL INFORMATION

 

 

 

 

 

Item 1.

 

Financial Statements

 

2

 

 

 

 

 

 

 

Consolidated Balance Sheets at March 31, 2026 (unaudited) and December 31, 2025

 

2

 

 

 

 

 

 

 

Consolidated Statements of Income for the Three Months Ended March 31, 2026 and 2025 (unaudited)

 

3

 

 

 

 

 

 

 

Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2026 and 2025 (unaudited)

 

4

 

 

 

 

 

 

 

Consolidated Statements of Changes in Stockholders’ Equity for the Three Months Ended March 31, 2026 and 2025 (unaudited)

 

5

 

 

 

Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025 (unaudited)

 

6

 

 

 

 

 

 

 

Notes to Unaudited Consolidated Financial Statements

 

7

 

 

 

 

 

Item 2.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

21

 

 

 

 

 

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

 

28

 

 

 

 

 

Item 4.

 

Controls and Procedures

 

29

 

 

 

 

 

PART II. OTHER INFORMATION

 

 

 

 

 

Item 1.

 

Legal Proceedings

 

30

 

 

 

 

 

Item 1A.

 

Risk Factors

 

30

 

 

 

 

 

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

 

30

 

 

 

 

 

Item 3.

 

Defaults Upon Senior Securities

 

30

 

 

 

 

 

Item 4.

 

Mine Safety Disclosures

 

30

 

 

 

 

 

Item 5.

 

Other Information

 

30

 

 

 

 

 

Item 6.

 

Exhibits

 

30

 

 

 

 

 

 

 

SIGNATURES

 

31

 

 

1


 

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

AFFINITY BANCSHARES, INC.

Consolidated Balance Sheets

 

 

 

 

 

 

 

 

 

 

March 31, 2026

 

 

December 31, 2025

 

 

 

(Dollars in thousands except per share amounts)

 

Assets

 

Cash and due from banks

 

$

5,561

 

 

$

6,924

 

Interest-earning deposits in other depository institutions

 

 

83,791

 

 

 

46,926

 

Cash and cash equivalents

 

 

89,352

 

 

 

53,850

 

Investment securities available-for-sale

 

 

37,286

 

 

 

38,759

 

Other investments

 

 

6,284

 

 

 

6,264

 

Loans

 

 

751,757

 

 

 

742,682

 

Allowance for credit loss on loans

 

 

(8,889

)

 

 

(8,994

)

Net loans

 

 

742,868

 

 

 

733,688

 

Premises and equipment, net

 

 

2,700

 

 

 

2,836

 

Bank owned life insurance

 

 

17,279

 

 

 

17,161

 

Intangible assets

 

 

17,936

 

 

 

17,984

 

Other assets

 

 

10,972

 

 

 

11,155

 

Total assets

 

$

924,677

 

 

$

881,697

 

 

 

 

 

 

 

Liabilities and Stockholders' Equity

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

Non-interest-bearing checking

 

$

151,055

 

 

$

132,796

 

Interest-bearing checking

 

 

87,038

 

 

 

82,612

 

Money market accounts

 

 

170,051

 

 

 

157,439

 

Savings accounts

 

 

102,873

 

 

 

96,981

 

Certificates of deposit

 

 

223,320

 

 

 

225,177

 

Total deposits

 

 

734,337

 

 

 

695,005

 

Federal Home Loan Bank advances and other borrowings

 

 

54,000

 

 

 

54,000

 

Accrued interest payable and other liabilities

 

 

6,876

 

 

 

5,673

 

Total liabilities

 

 

795,213

 

 

 

754,678

 

Stockholders' equity:

 

 

 

 

 

 

Common stock (par value $0.01 per share, 40,000,000 shares authorized;
   
6,094,885 issued and outstanding at March 31, 2026 and 6,095,631 issued and outstanding at December 31, 2025)

 

 

61

 

 

 

61

 

Preferred stock (10,000,000 shares authorized, no shares outstanding)

 

 

 

 

 

 

Additional paid in capital

 

 

58,320

 

 

 

58,069

 

Unearned ESOP shares

 

 

(3,512

)

 

 

(3,570

)

Retained earnings

 

 

78,395

 

 

 

76,111

 

Accumulated other comprehensive loss

 

 

(3,800

)

 

 

(3,652

)

Total stockholders' equity

 

 

129,464

 

 

 

127,019

 

Total liabilities and stockholders' equity

 

$

924,677

 

 

$

881,697

 

 

See accompanying notes to unaudited consolidated financial statements.

2


 

AFFINITY BANCSHARES, INC.

Consolidated Statements of Income

(unaudited)

 

 

 

 

Three Months Ended March 31,

 

 

 

 

2026

 

 

2025

 

 

 

 

(Dollars in thousands except per share amounts)

 

Interest income:

 

 

 

 

 

 

 

Loans, including fees

 

 

$

11,138

 

 

$

10,648

 

Investment securities

 

 

 

465

 

 

 

842

 

Interest-earning deposits

 

 

 

746

 

 

 

615

 

Total interest income

 

 

 

12,349

 

 

 

12,105

 

Interest expense:

 

 

 

 

 

 

 

Deposits

 

 

 

4,282

 

 

 

4,246

 

FHLB advances and other borrowings

 

 

 

502

 

 

 

522

 

Total interest expense

 

 

 

4,784

 

 

 

4,768

 

Net interest income before provision for credit losses

 

 

 

7,565

 

 

 

7,337

 

Provision for credit losses

 

 

 

(100

)

 

 

50

 

Net interest income after provision for credit losses

 

 

 

7,665

 

 

 

7,287

 

Noninterest income:

 

 

 

 

 

 

 

Service charges on deposit accounts

 

 

 

346

 

 

 

316

 

Other

 

 

 

206

 

 

 

165

 

Total noninterest income

 

 

 

552

 

 

 

481

 

Noninterest expenses:

 

 

 

 

 

 

 

Salaries and employee benefits

 

 

 

3,018

 

 

 

3,359

 

Occupancy

 

 

 

544

 

 

 

605

 

Data processing

 

 

 

584

 

 

 

543

 

Other

 

 

 

1,069

 

 

 

852

 

Total noninterest expenses

 

 

 

5,215

 

 

 

5,359

 

Income before income taxes

 

 

 

3,002

 

 

 

2,409

 

Income tax expense

 

 

 

718

 

 

 

578

 

Net income

 

 

$

2,284

 

 

$

1,831

 

Weighted average common shares outstanding

 

 

 

 

 

 

 

Basic

 

 

 

6,095,117

 

 

 

6,405,702

 

Diluted

 

 

 

6,297,092

 

 

 

6,547,817

 

Basic earnings per share

 

 

$

0.37

 

 

$

0.29

 

Diluted earnings per share

 

 

$

0.36

 

 

$

0.28

 

 

 

 

 

 

 

 

 

 

See accompanying notes to unaudited consolidated financial statements.

3


 

AFFINITY BANCSHARES, INC.

Consolidated Statements of Comprehensive Income

(unaudited)

 

 

Three Months Ended March 31,

 

 

2026

 

 

2025

 

 

 

(In thousands)

 

Net income

 

$

2,284

 

 

$

1,831

 

Other comprehensive income (loss):

 

 

 

 

 

 

Net unrealized (losses) gains on available-for-sale securities, net of taxes of ($49) and $213

 

(148

)

 

634

 

Total other comprehensive income (loss)

 

(148

)

 

634

 

Total comprehensive income

 

$

2,136

 

 

$

2,465

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes to unaudited consolidated financial statements.

4


 

AFFINITY BANCSHARES, INC.

Consolidated Statements of Changes in Stockholders’ Equity

(unaudited)

 

 

 

Three Months Ended March 31, 2026 and 2025

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

 

 

 

Other

 

 

 

 

 

Common

 

 

Paid In

 

 

Unearned

 

 

Retained

 

 

Comprehensive

 

 

 

 

 

Stock

 

 

Capital

 

 

ESOP Shares

 

 

Earnings

 

 

Income (Loss)

 

 

Total

 

 

 

 

 

 

 

 

(In thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning balance December 31, 2025

 

$

61

 

 

$

58,069

 

 

$

(3,570

)

 

$

76,111

 

 

$

(3,652

)

 

$

127,019

 

ESOP loan payment and release of ESOP shares

 

 

 

 

59

 

 

 

58

 

 

 

 

 

 

117

 

Stock-based compensation expense

 

 

 

 

 

207

 

 

 

 

 

 

 

 

 

 

 

 

207

 

Change in unrealized loss on investment securities available-for-sale, net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(148

)

 

 

(148

)

Common stock repurchase

 

 

 

 

 

(15

)

 

 

 

 

 

 

 

 

 

 

 

(15

)

Net income

 

 

 

 

 

 

 

 

 

2,284

 

 

 

 

2,284

 

Ending balance March 31, 2026

 

$

61

 

 

$

58,320

 

 

$

(3,512

)

 

$

78,395

 

 

$

(3,800

)

 

$

129,464

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning balance December 31, 2024

 

$

64

 

 

$

62,355

 

 

$

(4,378

)

 

$

76,786

 

 

$

(5,712

)

 

$

129,115

 

ESOP loan payment and release of ESOP shares

 

 

 

 

243

 

 

 

290

 

 

(216

)

 

 

 

317

 

Stock-based compensation expense

 

 

 

 

 

305

 

 

 

 

 

 

 

 

 

 

 

 

305

 

Exercise of stock options

 

 

 

 

 

59

 

 

 

 

 

 

 

 

 

 

 

 

59

 

Change in unrealized loss on investment securities available-for-sale, net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

634

 

 

 

634

 

Common stock repurchase

 

 

 

 

 

(1,181

)

 

 

 

 

 

 

 

 

 

 

 

(1,181

)

Dividend

 

 

 

 

 

 

 

 

 

 

 

(8,801

)

 

 

 

 

 

(8,801

)

 Net income

 

 

 

 

 

 

 

 

 

1,831

 

 

 

 

1,831

 

Ending balance March 31, 2025

 

$

64

 

 

$

61,781

 

 

$

(4,088

)

 

$

69,600

 

 

$

(5,078

)

 

$

122,279

 

 

 

 

See accompanying notes to unaudited consolidated financial statements.

5


 

AFFINITY BANCSHARES, INC.

Consolidated Statements of Cash Flows

(unaudited)

 

 

 

Three Months Ended March 31,

 

 

 

2026

 

 

2025

 

 

 

(In thousands)

 

Cash flows from operating activities:

 

 

 

 

 

 

Net income

 

$

2,284

 

 

$

1,831

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

Depreciation, (accretion) and amortization

 

 

191

 

 

 

193

 

Stock-based compensation expense

 

 

207

 

 

 

305

 

Deferred income tax expense

 

 

60

 

 

 

 

Provision for credit losses

 

 

(100

)

 

 

50

 

ESOP expense

 

 

117

 

 

 

317

 

Increase in cash surrender value of bank owned life insurance

 

 

169

 

 

 

(100

)

Change in:

 

 

 

 

 

 

Accrued interest receivable and other assets

 

 

172

 

 

 

(1,198

)

Accrued interest payable and other liabilities

 

 

1,303

 

 

 

519

 

Net cash provided by operating activities

 

 

4,403

 

 

 

1,917

 

Cash flows from investing activities:

 

 

 

 

 

 

Purchases of investment securities available-for-sale

 

 

 

 

 

(3,915

)

Purchases of premises and equipment

 

 

(45

)

 

 

(145

)

Proceeds from paydowns of investment securities available-for-sale

 

 

1,285

 

 

 

288

 

Proceeds from paydowns and calls of investment securities held-to-maturity

 

 

 

 

 

6

 

Purchases of other investments

 

 

(20

)

 

 

(27

)

Net change in loans

 

 

(9,151

)

 

 

(6,917

)

Purchase of bank owned life insurance

 

 

(287

)

 

 

 

Net cash used in investing activities

 

 

(8,218

)

 

 

(10,710

)

Cash flows from financing activities:

 

 

 

 

 

 

Net change in deposits

 

 

39,332

 

 

 

56,811

 

Common stock repurchase

 

 

(15

)

 

 

(1,181

)

Proceeds from FHLB advances

 

 

10,000

 

 

 

 

Repayment of FHLB advances

 

 

(10,000

)

 

 

 

Dividends paid to shareholders

 

 

 

 

 

(8,801

)

Exercise of stock options

 

 

 

 

 

59

 

Repayment of other borrowings

 

 

 

 

 

(4,815

)

Net cash provided by financing activities

 

 

39,317

 

 

 

42,073

 

Net change in cash and cash equivalents

 

 

35,502

 

 

 

33,280

 

Cash and cash equivalents at beginning of period

 

 

53,850

 

 

 

41,424

 

Cash and cash equivalents at end of period

 

$

89,352

 

 

$

74,704

 

Supplemental disclosures of cash flow information:

 

 

 

 

 

 

Cash paid for interest

 

 

4,787

 

 

 

4,746

 

Change in unrealized gain on investment securities available-for-sale, net of tax

 

 

(148

)

 

 

634

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes to unaudited consolidated financial statements.

6


AFFINITY BANCSHARES, INC.

Notes to Unaudited Consolidated Financial Statements

 

 

(1) Nature of Operations

Affinity Bancshares, Inc. (the “Company”) is a bank holding company, headquartered in Covington, Georgia. The Company has one operating subsidiary, Affinity Bank, National Association (the “Bank”, and formerly named “Affinity Bank”), a national bank, conducting banking activities primarily in Newton County, Georgia and surrounding counties and in Cobb and Fulton Counties, Georgia and surrounding counties, and originating dental practice loans and indirect automobile loans throughout the Southeastern United States. The Bank offers such customary banking services as consumer and commercial checking accounts, savings accounts, certificates of deposit, mortgage, commercial and consumer loans, including indirect automobile loans, money transfers and a variety of other banking services. The Company was incorporated in 2020 to be the successor corporation to Community First Bancshares, Inc., a federal corporation, upon completion of the second-step mutual-to-stock conversion of Community First Bancshares, MHC, the top tier mutual holding company of Community First Bancshares, Inc, the former mid-tier holding company for the Bank.

Basis of Presentation

The accompanying unaudited consolidated financial statements and notes thereto contain all adjustments, consisting only of normal recurring adjustments, necessary to present fairly, in accordance with accounting principles generally accepted in the United States of America (“GAAP”), the financial position of the Company as of March 31, 2026 and the results of its operations and its cash flows for the periods presented. The interim consolidated financial information should be read in conjunction with the audited financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. The results of operations for the three months ended March 31, 2026 are not necessarily indicative of the results to be expected for a full year or for any other period.

Use of Estimates – The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates. Material estimates common to the banking industry that are particularly susceptible to significant change in the near term include, but are not limited to, the determination of the allowance for credit losses, the valuation of other real estate acquired in connection with foreclosure or in satisfaction of loans and valuation allowances associated with the realization of deferred tax assets, which are based on future taxable income.

Summary of Significant Accounting Policies – The accounting and reporting policies of the Company conform to GAAP and general practices within the banking industry. There have been no material changes or developments in the application of principles or in our evaluation of the accounting estimates and the underlying assumptions or methodologies that we believe to be Critical Accounting Policies as disclosed in the Company’s financial statements for the year ended December 31, 2025 included in the Company’s Annual Report on Form 10-K.

Earnings per Share

Basic earnings per common share are calculated by dividing net income available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per common share are calculated by dividing net income available to common shareholders by the weighted average number of shares adjusted for the dilutive effect of common stock awards (outstanding stock options), if any. Presented below are the calculations for basic and diluted earnings per common share.

 

 

Three Months Ended March 31,

 

 

2026

 

 

2025

 

 

(Dollars in thousands except per share data)

 

 

 

 

 

 

 

Net income

$

2,284

 

 

$

1,831

 

Weighted average common shares outstanding

 

6,095,117

 

 

 

6,405,702

 

Effect of dilutive common stock awards

 

201,975

 

 

 

142,115

 

Diluted weighted average common shares outstanding

 

6,297,092

 

 

 

6,547,817

 

Basic earnings per common share

$

0.37

 

 

$

0.29

 

Diluted earnings per common share

 

0.36

 

 

 

0.28

 

 

 

7


AFFINITY BANCSHARES, INC.

Notes to Unaudited Consolidated Financial Statements

 

There were 7,000 anti-dilutive options for the three months ended March 31, 2026 and 110,000 anti-dilutive options for the three months ended March 31, 2025.

(2) Investment Securities

Investment securities available-for-sale at March 31, 2026 and December 31, 2025 are as follows: (in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31, 2026

 

Amortized Cost

 

 

Gross
Unrealized Gains

 

 

Gross
Unrealized Losses

 

 

Estimated Fair Value

 

Municipal securities - tax exempt

 

$

512

 

 

$

 

 

$

(71

)

 

$

441

 

Municipal securities - taxable

 

 

2,039

 

 

 

 

 

 

(266

)

 

 

1,773

 

U. S. Government sponsored enterprises

 

 

9,815

 

 

 

 

 

 

(2,559

)

 

 

7,256

 

Government agency mortgage-backed securities

 

 

17,864

 

 

 

39

 

 

 

(2,067

)

 

 

15,836

 

Corporate securities

 

 

12,143

 

 

 

34

 

 

 

(197

)

 

 

11,980

 

Total

 

$

42,373

 

 

$

73

 

 

$

(5,160

)

 

$

37,286

 

December 31, 2025

 

 

 

 

 

 

 

 

 

 

 

 

Municipal securities - tax exempt

 

$

514

 

 

$

 

 

$

(55.00

)

 

$

459

 

Municipal securities - taxable

 

 

2,040

 

 

 

 

 

 

(250

)

 

 

1,790

 

U. S. Government sponsored enterprises

 

 

9,815

 

 

 

 

 

 

(2,477

)

 

 

7,338

 

Government agency mortgage-backed securities

 

 

18,137

 

 

 

62

 

 

 

(2,012

)

 

 

16,187

 

Corporate securities

 

 

13,143

 

 

 

55

 

 

 

(213

)

 

 

12,985

 

Total

 

$

43,649

 

 

$

117

 

 

$

(5,007

)

 

$

38,759

 

 

 

Investment securities available-for-sale in an unrealized loss position at March 31, 2026 and December 31, 2025 are as follows: (in thousands)

 

 

 

Less Than 12 Months

 

 

12 Months or More

 

 

Total

 

March 31, 2026

 

Fair Value

 

 

Unrealized Loss

 

 

Fair Value

 

 

Unrealized Loss

 

 

Fair Value

 

 

Unrealized Loss

 

Municipal securities - tax exempt

 

$

 

 

$

 

 

$

441

 

 

$

(71

)

 

$

441

 

 

$

(71

)

Municipal securities - taxable

 

 

 

 

 

 

 

 

1,773

 

 

 

(266

)

 

 

1,773

 

 

 

(266

)

U. S. Government sponsored enterprises

 

 

 

 

 

 

 

 

7,256

 

 

 

(2,559

)

 

 

7,256

 

 

 

(2,559

)

Government agency mortgage-backed securities

 

 

2,146

 

 

 

(22

)

 

 

12,174

 

 

 

(2,045

)

 

 

14,320

 

 

 

(2,067

)

Corporate securities

 

 

 

 

 

 

 

 

4,302

 

 

 

(197

)

 

 

4,302

 

 

 

(197

)

Total

 

$

2,146

 

 

$

(22

)

 

$

25,946

 

 

$

(5,138

)

 

$

28,092

 

 

$

(5,160

)

December 31, 2025

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Municipal securities - tax exempt

 

$

 

 

$

 

 

$

459

 

 

$

(55

)

 

$

459

 

 

$

(55

)

Municipal securities - taxable

 

 

 

 

 

 

 

 

1,790

 

 

 

(250

)

 

 

1,790

 

 

 

(250

)

U. S. Government sponsored enterprises

 

 

 

 

 

 

 

 

7,338

 

 

 

(2,477

)

 

 

7,338

 

 

 

(2,477

)

Government agency mortgage-backed securities

 

 

 

 

 

 

 

 

12,469

 

 

 

(2,012

)

 

 

12,469

 

 

 

(2,012

)

Corporate securities

 

 

 

 

 

 

 

 

4,285

 

 

 

(213

)

 

 

4,285

 

 

 

(213

)

Total

 

$

 

 

$

 

 

$

26,341

 

 

$

(5,007

)

 

$

26,341

 

 

$

(5,007

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

There was one available-for-sale security in an unrealized loss position for less than 12 months totaling $22,000. There were 40 available-for-sale securities in an unrealized loss position for 12 months or greater totaling $5.1 million as of March 31, 2026.

8


AFFINITY BANCSHARES, INC.

Notes to Unaudited Consolidated Financial Statements

 

The unrealized losses on the debt securities arose due to changing interest rates and market conditions and are considered to be temporary because of acceptable investment grades and are reviewed regularly. Three of the securities are agency bonds, so these are direct obligations of the U.S. Government. Twenty-six of the securities are mortgage-backed bonds that have the direct or implied backing of the U.S. Government. Three of the bonds are municipal securities and the remaining nine securities are corporate securities that are either trust preferred securities or subordinated debentures where the Bank performs a credit review regularly and such review has raised no concerns.

 

Debt securities issued by U.S. government agencies, U.S. government-sponsored enterprises ("GSEs"), and the U.S. Treasury, including notes and mortgage-backed securities, accounted for the majority of the available-for-sale portfolio as of March 31, 2026, and the Bank expects no credit losses on these securities, given the explicit and implicit guarantees provided by the U.S. federal government. The available-for-sale portfolio also includes corporate securities, but are underwritten as loans with features that are typically found in commercial loans. Accordingly, the Bank monitors the credit quality of these corporate bonds through quarterly credit reviews to determine impairment, if any. The decline in fair value is attributable to changes in interest rates, and not credit quality, and the Bank does not have the intent to sell the U.S. government and agencies debt securities and the corporate securities and it is likely that it will not be required to sell the securities before their anticipated recovery, the Bank does not consider impairments on these securities to be credit related as of March 31, 2026.

 

The amortized cost and estimated fair value of investment securities available-for-sale and held-to-maturity at March 31, 2026, by contractual maturity, are shown below. Maturities of mortgage-backed securities may differ from contractual maturities because borrowers may have the right to call or prepay certain obligations with or without call or prepayment penalties. Therefore, these securities are not included in the maturity categories. (in thousands)

 

 

 

Available-for-Sale

 

 

 

Amortized

 

 

Estimated

 

 

 

Cost

 

 

Fair Value

 

Within 1 year

 

$

499

 

 

$

495

 

Greater than 1 to 5 years

 

 

4,027

 

 

 

4,048

 

Greater than 5 to 10 years

 

 

9,656

 

 

 

9,210

 

Greater than 10 years

 

 

10,327

 

 

 

7,697

 

 

 

 

24,509

 

 

 

21,450

 

Government agency mortgage-backed securities

 

 

17,864

 

 

 

15,836

 

Total

 

$

42,373

 

 

$

37,286

 

 

 

 

 

 

 

 

 

There were no sales of investment securities available-for-sale during the three months ended March 31, 2026 or 2025.

Available-for-sale securities with a carrying value of approximately $5.6 million and $5.8 million were pledged to secure public deposits at March 31, 2026 and December 31, 2025, respectively.

(3) Loans and Allowance for Credit Losses

Major classifications of loans, by collateral code, at March 31, 2026 and December 31, 2025 are summarized as follows: (in thousands)

 

 

 

March 31, 2026

 

 

December 31, 2025

 

Commercial (secured by real estate - owner occupied)

 

$

161,298

 

 

$

163,225

 

Commercial (secured by real estate - non-owner occupied)

 

 

174,507

 

 

 

176,580

 

Commercial and industrial

 

 

158,017

 

 

 

146,491

 

Construction, land and acquisition & development

 

 

74,263

 

 

 

72,596

 

Residential mortgage 1-4 family

 

 

46,828

 

 

 

47,966

 

Consumer installment

 

 

136,844

 

 

 

135,824

 

Total

 

 

751,757

 

 

 

742,682

 

Less allowance for credit losses

 

 

(8,889

)

 

 

(8,994

)

Total loans, net

 

$

742,868

 

 

$

733,688

 

 

9


AFFINITY BANCSHARES, INC.

Notes to Unaudited Consolidated Financial Statements

 

The Bank grants loans and extensions of credit to individuals and a variety of firms and corporations located primarily in the Atlanta, Georgia Metropolitan Statistical Area. A substantial portion of the loan portfolio is collateralized by improved and unimproved real estate and is dependent upon the real estate market. The Bank also conducts lending within professional markets, with a primary focus on the dental industry in Georgia and adjoining states. The majority of these loans are commercial and industrial credits for practice acquisitions and equipment financing with the remainder being owner-occupied real estate. Accrued interest on loans totaled $2.2 million on March 31, 2026 and $2.3 million on December 31, 2025 and is included in other assets on the consolidated balance sheet.

 

The following table presents the balance in the allowance for credit losses as of and for the three months ended March 31, 2026 and 2025 (in thousands)

 

 

 

Commercial
(Secured by Real
Estate - Owner Occupied)

 

 

Commercial
(Secured by Real Estate - Non-Owner Occupied)

 

 

Commercial
and Industrial

 

 

Construction,
Land and
Acquisition & Development

 

 

Residential
 Mortgage

 

 

Consumer
Installment

 

 

Unallocated

 

 

Total

 

Beginning balance December 31, 2024

 

$

1,082

 

 

$

1,115

 

 

$

1,753

 

 

$

1,134

 

 

$

1,227

 

 

$

1,632

 

 

$

553

 

 

$

8,496

 

Provision

 

 

(7

)

 

 

(148

)

 

 

22

 

 

 

116

 

 

 

(73

)

 

 

148

 

 

 

(8

)

 

 

50

 

Charge-offs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(106

)

 

 

 

 

 

(106

)

Recoveries

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

17

 

 

 

 

 

 

17

 

Ending balance, March 31, 2025

 

$

1,075

 

 

$

967

 

 

$

1,775

 

 

$

1,250

 

 

$

1,154

 

 

$

1,691

 

 

$

545

 

 

$

8,457

 

Allowance for Credit Loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning balance December 31, 2025

 

$

1,152

 

 

$

1,258

 

 

$

1,495

 

 

$

1,204

 

 

$

1,342

 

 

$

1,632

 

 

$

911

 

 

$

8,994

 

Provision

 

 

(6

)

 

 

(48

)

 

 

167

 

 

 

18

 

 

 

(49

)

 

 

69

 

 

 

(151

)

 

 

 

Charge-offs

 

 

 

 

 

 

 

 

(40

)

 

 

 

 

 

 

 

 

(105

)

 

 

 

 

 

(145

)

Recoveries

 

 

3

 

 

 

 

 

 

3

 

 

 

 

 

 

 

 

 

34

 

 

 

 

 

 

40

 

Ending balance March 31, 2026

 

$

1,149

 

 

$

1,210

 

 

$

1,625

 

 

$

1,222

 

 

$

1,293

 

 

$

1,630

 

 

$

760

 

 

$

8,889

 

 

 

Allowance for credit loss on unfunded commitments for the three months ended March 31, 2026 and 2025 is summarized below:

 

 

 

For the Three Months Ended

 

 

 

March 31, 2026

 

 

March 31, 2025

 

Beginning balance

 

$

644

 

 

$

744

 

Provision

 

 

(100

)

 

 

 

Ending Balance

 

$

544

 

 

$

744

 

 

The Bank individually evaluates loans meeting a certain threshold for impairment that are on nonaccrual status or are rated substandard (as described below).

Collateral-Dependent Loans
We classify a loan as collateral-dependent when our borrower is experiencing financial difficulty, and we expect repayment to be provided substantially through the operation or sale of collateral. Our commercial loans have collateral that is comprised of real estate and business assets. Our consumer loans have collateral that is substantially comprised of residential real estate. There were no significant changes in the extent to which collateral secures our collateral-dependent loans as of March 31, 2026 and December 31, 2025
, respectively, and we had $2.3 million and $2.4 million, respectively, of collateral-dependent loans without an allowance and no collateral-dependent loans with an allowance at March 31, 2026 and December 31, 2025.

 

10


AFFINITY BANCSHARES, INC.

Notes to Unaudited Consolidated Financial Statements

 

The following table presents the aging of the recorded investment in past due loans, as well as the recorded investment in nonaccrual loans, as of March 31, 2026 and December 31, 2025 by class of loans: (in thousands)

March 31, 2026

 

30 -59
Days
 Past Due

 

 

60- 89
Days
 Past Due

 

 

90 Days
or Greater
Past Due

 

 

Total Accruing Loans
Past Due

 

 

Nonaccrual with Allowance

 

 

Nonaccrual without Allowance

 

 

Current

 

 

Total

 

Commercial (secured by real estate - owner occupied)

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

1,738

 

 

$

159,560

 

 

$

161,298

 

Commercial (secured by real estate - non-owner occupied)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

120

 

 

 

174,387

 

 

 

174,507

 

Commercial and industrial

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

550

 

 

 

157,467

 

 

 

158,017

 

Construction, land and acquisition &
   development

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

13

 

 

 

74,250

 

 

 

74,263

 

Residential mortgage

 

 

154

 

 

 

 

 

 

 

 

 

154

 

 

 

 

 

 

731

 

 

 

45,943

 

 

 

46,828

 

Consumer installment

 

 

80

 

 

 

 

 

 

 

 

 

80

 

 

 

 

 

 

377

 

 

 

136,387

 

 

 

136,844

 

Total

 

$

234

 

 

$

 

 

$

 

 

$

234

 

 

$

 

 

$

3,529

 

 

$

747,994

 

 

$

751,757

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2025

 

30 -59
Days
 Past Due

 

 

60- 89
Days
 Past Due

 

 

90 Days
or Greater
Past Due

 

 

Total Accruing Loans
Past Due

 

 

Nonaccrual with Allowance

 

 

Nonaccrual without Allowance

 

 

Current

 

 

Total

 

Commercial (secured by real estate - owner occupied)

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

1,878

 

 

$

161,347

 

 

$

163,225

 

Commercial (secured by real estate - non-owner occupied)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

126

 

 

 

176,454

 

 

 

176,580

 

Commercial and industrial

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

564

 

 

 

145,927

 

 

 

146,491

 

Construction, land and acquisition &
   development

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

14

 

 

 

72,582

 

 

 

72,596

 

Residential mortgage

 

 

431

 

 

 

 

 

 

 

 

 

431

 

 

 

 

 

 

657

 

 

 

46,878

 

 

 

47,966

 

Consumer installment

 

 

259

 

 

 

 

 

 

 

 

 

259

 

 

 

 

 

 

331

 

 

 

135,234

 

 

 

135,824

 

Total

 

$

690

 

 

$

 

 

$

 

 

$

690

 

 

$

 

 

$

3,570

 

 

$

738,422

 

 

$

742,682

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

During the three months ended March 31, 2026, there were no loan modifications to borrowers experiencing financial difficulty. During the three months ended March 31, 2025, there was one commercial (secured by real estate - owner occupied) loan modification to a borrower with financial difficulty for $1.8 million that was previously modified in third quarter of 2024. The loan modification provided for a six-month period with reduced fixed payments of $5,000 for the first three months and $7,500 for the second three months.

No loan modifications made to a borrower with financial difficulty subsequently defaulted during the three months ended March 31, 2026 and 2025.

The Bank categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt, such as: current financial information, historical payment experience, credit documentation, public information and current economic trends, among other factors. The Bank analyzes loans individually by classifying the loans as to credit risk. This analysis is performed on a continuous basis. The Bank uses the following definitions for its risk ratings:

Special Mention. Loans have potential weaknesses that may, if not corrected, weaken or inadequately protect the Bank's credit position at some future date. Weaknesses are generally the result of deviation from prudent lending practices, such as over

11


AFFINITY BANCSHARES, INC.

Notes to Unaudited Consolidated Financial Statements

 

advances on collateral. Credits in this category should, within a 12-month period, move to Pass if improved or drop to Substandard if poor trends continue.

Substandard. Inadequately protected by the current net worth and paying capacity of the obligor, or by the collateral pledged, if any. Loans have a well-defined weakness or weaknesses such as primary source of repayment is gone or severely impaired or cash flow is insufficient to reduce debt. There is a distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected.

Doubtful. Loans have the same weaknesses as those classified Substandard, with the added characteristic that the weaknesses make collection or liquidation in full highly questionable and improbable. The likelihood of a loss on an asset or portion of an asset classified Doubtful is high.

Loss. Loans considered uncollectible and of such little value that the continuance as a Bank asset is not warranted. This does not mean that the loan has no recovery or salvage value, but rather the asset should be charged off even though partial recovery may be possible in the future.

12


AFFINITY BANCSHARES, INC.

Notes to Unaudited Consolidated Financial Statements

 

Loans not meeting the criteria above that are analyzed individually as part of the above described process are considered to be Pass rated loans. As of March 31, 2026 and December 31, 2025, and based on the most recent analysis performed, the risk category and year of origination of loans by class of loans is as follows: (in thousands)

 

March 31, 2026

2026

 

 

2025

 

 

2024

 

 

2023

 

 

2022

 

 

Prior

 

 

Revolvers

 

 

Total

 

Pass

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial (secured by real estate - owner occupied)

$

1,615

 

 

$

20,274

 

 

$

17,235

 

 

$

13,634

 

 

$

23,338

 

 

$

79,298

 

 

$

3,904

 

 

$

159,298

 

Commercial (secured by real estate - non-owner occupied)

 

 

 

 

19,964

 

 

 

40,980

 

 

 

23,955

 

 

 

34,376

 

 

 

49,363

 

 

 

5,230

 

 

 

173,868

 

Commercial and industrial

 

15,989

 

 

 

24,258

 

 

 

26,639

 

 

 

17,164

 

 

 

14,481

 

 

 

51,415

 

 

 

7,521

 

 

 

157,467

 

Construction, land and acquisition & development

 

1,829

 

 

 

33,030

 

 

 

29,325

 

 

 

5,150

 

 

 

3,491

 

 

 

873

 

 

 

552

 

 

 

74,250

 

Residential mortgage

 

318

 

 

 

4,047

 

 

 

3,194

 

 

 

4,511

 

 

 

4,781

 

 

 

21,787

 

 

 

7,269

 

 

 

45,907

 

Consumer installment

 

16,340

 

 

 

58,785

 

 

 

29,336

 

 

 

14,167

 

 

 

13,969

 

 

 

3,570

 

 

 

196

 

 

 

136,363

 

Total pass

 

36,091

 

 

 

160,358

 

 

 

146,709

 

 

 

78,581

 

 

 

94,436

 

 

 

206,306

 

 

 

24,672

 

 

 

747,153

 

Special Mention

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial (secured by real estate - owner occupied)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

262

 

 

 

 

 

 

262

 

Commercial (secured by real estate - non-owner occupied)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

519

 

 

 

 

 

 

519

 

Commercial and industrial

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction, land and acquisition & development

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential mortgage

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

112

 

 

 

 

 

 

112

 

Consumer installment

 

8

 

 

 

9

 

 

 

17

 

 

 

13

 

 

 

53

 

 

 

4

 

 

 

 

 

 

104

 

Total special mention

 

8

 

 

 

9

 

 

 

17

 

 

 

13

 

 

 

53

 

 

 

897

 

 

 

 

 

 

997

 

Substandard

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial (secured by real estate - owner occupied)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,738

 

 

 

 

 

 

1,738

 

Commercial (secured by real estate - non-owner occupied)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

120

 

 

 

 

 

 

120

 

Commercial and industrial

 

 

 

 

323

 

 

 

 

 

 

 

 

 

 

 

 

227

 

 

 

 

 

 

550

 

Construction, land and acquisition & development

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

13

 

 

 

 

 

 

13

 

Residential mortgage

 

 

 

 

 

 

 

 

 

 

 

 

 

162

 

 

 

647

 

 

 

 

 

 

809

 

Consumer installment

 

 

 

 

45

 

 

 

 

 

 

119

 

 

 

163

 

 

 

50

 

 

 

 

 

 

377

 

Total substandard

 

 

 

 

368

 

 

 

 

 

 

119

 

 

 

325

 

 

 

2,795

 

 

 

 

 

 

3,607

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

$

36,099

 

 

$

160,735

 

 

$

146,726

 

 

$

78,713

 

 

$

94,814

 

 

$

209,998

 

 

$

24,672

 

 

$

751,757

 

Current year to date period gross charge-offs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial (secured by real estate - owner occupied)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial (secured by real estate - non-owner occupied)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and industrial

 

 

 

 

 

 

 

40

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

40

 

Construction, land and acquisition & development

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential mortgage

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer installment

 

 

 

 

5

 

 

 

15

 

 

 

9

 

 

 

64

 

 

 

12

 

 

 

 

 

 

105

 

Total current period gross write-offs

$

 

 

$

5

 

 

$

55

 

 

$

9

 

 

$

64

 

 

$

12

 

 

$

 

 

$

145

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

13


AFFINITY BANCSHARES, INC.

Notes to Unaudited Consolidated Financial Statements

 

December 31, 2025

2025

 

 

2024

 

 

2023

 

 

2022

 

 

2021

 

 

Prior

 

 

Revolvers

 

 

Total

 

Pass

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial (secured by real estate - owner occupied)

$

20,433

 

 

$

17,125

 

 

$

13,637

 

 

$

23,874

 

 

$

17,594

 

 

$

64,528

 

 

$

3,889

 

 

$

161,080

 

Commercial (secured by real estate - non-owner occupied)

 

20,110

 

 

 

41,348

 

 

 

24,036

 

 

 

34,784

 

 

 

25,843

 

 

 

24,934

 

 

 

4,876

 

 

 

175,931

 

Commercial and industrial

 

20,944

 

 

 

28,343

 

 

 

18,506

 

 

 

17,598

 

 

 

21,135

 

 

 

33,723

 

 

 

5,678

 

 

 

145,927

 

Construction, land and acquisition & development

 

29,547

 

 

 

33,565

 

 

 

5,202

 

 

 

3,368

 

 

 

462

 

 

 

438

 

 

 

 

 

 

72,582

 

Residential mortgage

 

3,888

 

 

 

3,210

 

 

 

4,637

 

 

 

5,439

 

 

 

1,925

 

 

 

21,111

 

 

 

6,979

 

 

 

47,189

 

Consumer installment

 

64,452

 

 

 

32,686

 

 

 

16,558

 

 

 

16,618

 

 

 

4,171

 

 

 

626

 

 

 

180

 

 

 

135,291

 

Total pass

 

159,374

 

 

 

156,277

 

 

 

82,576

 

 

 

101,681

 

 

 

71,130

 

 

 

145,360

 

 

 

21,602

 

 

 

738,000

 

Special Mention

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial (secured by real estate - owner occupied)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

267

 

 

 

 

 

 

267

 

Commercial (secured by real estate - non-owner occupied)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

523

 

 

 

 

 

 

523

 

Commercial and industrial

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction, land and acquisition & development

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential mortgage

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

114

 

 

 

 

 

 

114

 

Consumer installment

 

46

 

 

 

15

 

 

 

31

 

 

 

105

 

 

 

21

 

 

 

 

 

 

 

 

 

218

 

Total special mention

 

46

 

 

 

15

 

 

 

31

 

 

 

105

 

 

 

21

 

 

 

904

 

 

 

 

 

 

1,122

 

Substandard

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial (secured by real estate - owner occupied)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,878

 

 

 

 

 

 

1,878

 

Commercial (secured by real estate - non-owner occupied)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

126

 

 

 

 

 

 

126

 

Commercial and industrial

 

333

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

231

 

 

 

 

 

 

564

 

Construction, land and acquisition & development

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

14

 

 

 

 

 

 

14

 

Residential mortgage

 

 

 

 

 

 

 

-

 

 

 

167

 

 

 

-

 

 

 

496

 

 

 

 

 

 

663

 

Consumer installment

 

 

 

 

 

 

 

35

 

 

 

222

 

 

 

57

 

 

 

1

 

 

 

 

 

 

315

 

Total substandard

 

333

 

 

 

-

 

 

 

35

 

 

 

389

 

 

 

57

 

 

 

2,746

 

 

 

 

 

 

3,560

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

$

159,753

 

 

$

156,292

 

 

$

82,642

 

 

$

102,175

 

 

$

71,208

 

 

$

149,010

 

 

$

21,602

 

 

$

742,682

 

 Gross charge-offs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial (secured by real estate - owner occupied)

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

Commercial (secured by real estate - non-owner occupied)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and industrial

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction, land and acquisition & development

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential mortgage

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

17

 

 

 

 

 

 

17

 

Consumer installment

 

28

 

 

 

41

 

 

 

79

 

 

 

109

 

 

 

49

 

 

 

10

 

 

 

 

 

 

316

 

Total current period gross write-offs

$

28

 

 

$

41

 

 

$

79

 

 

$

109

 

 

$

49

 

 

$

27

 

 

$

 

 

$

333

 

 

(4) Intangible Assets

The core deposit premium intangible asset had a gross carrying amount of $1.9 million and accumulated amortization of $1.1 million at March 31, 2026. The core deposit premium intangible asset had a gross carrying amount of $1.9 million and accumulated amortization of $1.1 million at December 31, 2025. Aggregate amortization expense was $48,000 and $48,000 for the three months ended March 31, 2026 and 2025.

Goodwill acquired through acquisition was $17.2 million at March 31, 2026 and 2025. No impairment loss was recognized during the three months ended March 31, 2026 and 2025.

14


AFFINITY BANCSHARES, INC.

Notes to Unaudited Consolidated Financial Statements

 

(5) Deposits

The aggregate amount of certificates of deposit ("CDs") of $250,000 or more, the standard FDIC deposit insurance coverage limit per depositor, was approximately $44.9 million at March 31, 2026, and $38.6 million at December 31, 2025. Due to the FDIC insurance coverage rules and limits for a depositor's specific group of deposit accounts, it is important to note that not all deposits in excess of $250,000 are uninsured.

Brokered CDs totaled $70.3 million and had a weighted average rate of 4.38% and a weighted average maturity of 17 months at March 31, 2026 and $79.5 million and had a weighted average rate of 4.50% and a weighted average maturity of 17 months at December 31, 2025.

(6) Borrowings

The following Federal Home Loan Bank ("FHLB") advances, which required monthly or quarterly interest payments, were outstanding at March 31, 2026.

 

Advance Date

 

Advance

 

 

Interest Rate

 

 

Maturity

 

Rate

 

Call Feature

1/6/2026

 

$

10,000

 

 

 

3.75

%

 

6/5/2026

 

Fixed

 

N/A

1/6/2023

 

 

10,000

 

 

 

3.94

%

 

1/6/2028

 

Fixed

 

N/A

10/25/2023

 

 

10,000

 

 

 

3.99

%

 

10/25/2028

 

Convertible

 

4/27/2026

7/11/2024

 

 

14,000

 

 

 

3.50

%

 

7/11/2029

 

Convertible

 

4/13/2026

6/13/2025

 

 

10,000

 

 

 

3.48

%

 

6/13/2029

 

Convertible

 

N/A

 

 

$

54,000

 

 

 

 

 

 

 

 

 

 

 

At March 31, 2026 and December 31, 2025, the FHLB advances were collateralized by certain loans which totaled approximately $444.4 million and $448.6 million, and by the Company’s investment in FHLB stock which totaled approximately $3.2 million at March 31, 2026 and December 31, 2025, respectively.

The Company had one FHLB letter of credit of $11.0 million and $13.0 million, used to collateralize public deposits, outstanding at March 31, 2026 and December 31, 2025.

The Company has Federal Funds unsecured lines of credit totaling $32.5 million. No amount was borrowed under these lines as of March 31, 2026 and December 31, 2025.

The Company also has a line of $56.1 million and $56.7 million with the Federal Reserve Bank secured by $76.3 million and $77.0 million in loans and investment securities as of March 31, 2026 and December 31, 2025, respectively. There was $0 outstanding under the line at March 31, 2026 and December 31, 2025, respectively.

15


AFFINITY BANCSHARES, INC.

Notes to Unaudited Consolidated Financial Statements

 

(7) Employee Stock Ownership Plan

The Company sponsors an employee stock ownership plan (“ESOP”) that covers all employees who meet certain service requirements. The Company makes annual contributions to the ESOP in amounts as defined by the plan document. These contributions are used to pay debt service and purchase additional shares. Certain ESOP shares are pledged as collateral for debt. As the debt is repaid, shares are released from collateral and allocated to active employees, based on the proportion of debt service paid in the year.

In 2017, the ESOP borrowed $3.0 million payable to the Company for the purpose of purchasing shares of the Company’s common stock. A total of 295,499 shares were purchased with the loan proceeds as part of the Company’s initial stock offering. In 2021, the ESOP borrowed $3.0 million payable to the Company for the purpose of purchasing additional shares of the Company’s common stock. A total of 225,721 shares were purchased with the loan proceeds as part of the Company’s second stock offering. Total ESOP expense for the three months ended March 31, 2026 was approximately $117,000. Total ESOP expense for the three months ended March 31, 2025 was approximately $317,000 with $211,000 of the expense related to the special dividend paid in first quarter of 2025. The balance of the note payable of the ESOP was approximately $4.0 million at March 31, 2026 and December 31, 2025, respectively. Because the source of the loan payments is contributions received by the ESOP from the Company, the related note receivable is shown as a reduction of stockholders’ equity. As of March 31, 2026 and December 31, 2025, 203,000 shares had been released.

(8) Stock-Based Compensation

In 2018, shareholders approved the Company’s 2018 Equity Incentive Plan, which authorizes the issuance of up to 133,987 shares of common stock pursuant to restricted stock grants and up to 334,970 shares of common stock pursuant to the exercise of options.

In May 2022, shareholders approved the Company’s 2022 Equity Incentive Plan, which authorizes the issuance of up to 148,060 shares of common stock pursuant to restricted stock grants and up to 370,150 shares of common stock pursuant to the exercise of options.

A Black-Scholes model is utilized to estimate the fair value of stock option grants, while the market price of the Company’s stock at the date of grant is used to estimate the fair value of restricted stock awards.

A summary of the Company’s stock option activity is summarized below.

Stock Options

 

Option Shares Outstanding

 

 

Weighted Average Exercise Price

 

 

Weighted Average Remaining Life (Years)

 

 

Aggregate Intrinsic Value (in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Outstanding - December 31, 2024

 

 

640,766

 

 

$

12.58

 

 

 

6.75

 

 

$

5,724

 

 Exercised

 

 

11,921

 

 

 

12.98

 

 

 

 

 

 

 

 Forfeited

 

 

13,406

 

 

 

14.38

 

 

 

 

 

 

 

 Outstanding - March 31, 2025

 

 

615,439

 

 

 

12.58

 

 

 

6.49

 

 

 

3,582

 

 Outstanding - December 31, 2025

 

 

622,439

 

 

 

12.60

 

 

 

5.78

 

 

$

4,372

 

 Outstanding March 31, 2026

 

 

622,439

 

 

 

12.60

 

 

 

5.53

 

 

$

4,664

 

 Exercisable - March 31, 2026

 

 

469,453

 

 

$

11.89

 

 

 

5.04

 

 

$

3,848

 

 

16


AFFINITY BANCSHARES, INC.

Notes to Unaudited Consolidated Financial Statements

 

Intrinsic value represents the amount by which the fair market value of the underlying stock exceeds the exercise price of the stock options.

A summary of the Company’s restricted stock activity is summarized below.

 

Restricted Stock

 

 

 

 

 

Restricted Shares Outstanding

 

 

Weighted Average Grant Date Fair Value

 

 

 

 

 

 

 

 

 

 

 

 

 Outstanding - December 31, 2024

 

 

 

 

 

 

107,609

 

 

 

13.45

 

 Vested

 

 

 

 

 

 

(3,466

)

 

 

 

 Outstanding - March 31, 2025

 

 

 

 

 

 

104,143

 

 

$

13.44

 

 

 

 

 

 

 

 

 

 

 

 

 Outstanding December 31, 2025

 

 

 

 

 

 

56,980

 

 

$

14.70

 

 Vested *

 

 

 

 

 

 

(3,468

)

 

 

14.40

 

 Outstanding, March 31, 2026

 

 

 

 

 

 

53,512

 

 

$

14.72

 

* The terms of the restricted stock agreements permit the surrender of shares to the Company upon vesting in order to satisfy applicable tax withholding requirements at the minimum statutory withholding rate, and accordingly, 0 and 274 shares were surrendered during the three months ended March 31, 2026 and 2025.

 

The Company recognized approximately $207,000 and $305,000, of stock-based compensation expense during the three months ended March 31, 2026 and 2025 respectively, associated with its common stock awards granted to directors and officers. This expense is net of approximately $0 and $5,000 during the three months ended March 31, 2026 and 2025, respectively for shares surrendered to satisfy applicable tax withholding requirements.

 

As of March 31, 2026, there was approximately $1.3 million of unrecognized compensation cost related to equity award grants. The cost is expected to be recognized over the weighted average remaining vesting period of approximately 0.86 years.

(9) Fair Value Measurements and Disclosures

The Company utilizes fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. From time to time, the Company may be required to record at fair value other assets on a nonrecurring basis, such as collateral dependent loans and other real estate owned. These nonrecurring fair value adjustments typically involve application of the lower of cost or market accounting or write-downs of individual assets. Additionally, the Company is required to disclose, but not record, the fair value of other financial instruments.

Fair Value Hierarchy

The Company groups assets and liabilities at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. These levels are:

Level 1 – Valuation is based upon quoted prices for identical instruments traded in active markets.

Level 2 – Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.

Level 3 – Valuation is generated from model-based techniques that use at least one significant assumption not observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include use of option pricing models, discounted cash flow models and similar techniques.

17


AFFINITY BANCSHARES, INC.

Notes to Unaudited Consolidated Financial Statements

 

Following are descriptions of valuation methodologies used for assets and liabilities recorded at fair value.

Cash and Cash Equivalents

The carrying value of cash and cash equivalents is a reasonable estimate of fair value.

Investment Securities Available-for-Sale

Available-for-sale securities are recorded at market value. Fair value measurement is based upon quoted prices, if available. If quoted prices are not available, fair values are measured using independent pricing models or other model-based valuation techniques such as the present value of future cash flows, adjusted for the security’s credit rating, prepayment assumptions and other factors such as credit loss assumptions. Level 1 securities include those traded on an active exchange, such as the New York Stock Exchange, and U.S. Treasury securities that are traded by dealers or brokers in active over-the-counter market funds. Level 2 securities include mortgage-backed securities issued by government sponsored enterprises and state, county and municipal bonds. Securities classified as Level 3 include asset-backed securities in less liquid markets.

 

Other Investments

The carrying value of other investments includes FHLB stock and First National Bankers Bank stock and approximates fair value.

Loans

The Company does not record loans at fair value on a recurring basis, unless a loan is considered collateral dependent and a specific reserve may be required to be established within the allowance for credit losses. Loans for which it is probable that payment of interest and principal will not be made in accordance with the contractual terms of the loan agreement are considered individually evaluated. Once a loan is identified as collateral dependent, management measures impairment in accordance with GAAP. The fair value of collateral dependent loans is estimated using one of three methods, including collateral value, market value of similar debt, and discounted cash flows. Those collateral dependent loans not requiring an allowance represent loans for which the fair value of the expected repayments or collateral exceeds the recorded investments in such loans. In accordance with GAAP, collateral dependent loans where an allowance is established based on the fair value of collateral require classification in the fair value hierarchy. When the fair value of the collateral is based on an observable market price, the Company records the collateral dependent loan as nonrecurring Level 2. When an appraised value is used or an appraisal is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price, the Company records the collateral dependent loan as nonrecurring Level 3. For disclosure purposes, the fair value of fixed rate loans which are not considered collateral dependent is estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings. For non collateral dependent variable rate loans, the carrying amount is a reasonable estimate of fair value for disclosure purposes.

Other Real Estate Owned

Other real estate owned properties are adjusted to fair value upon transfer of the loans to other real estate. Subsequently, other real estate assets are carried at fair value less estimated selling costs. Fair value is based upon independent market prices, appraised values of the collateral or management’s estimation of the value of the collateral. When the fair value of the collateral is based on an observable market price, the Bank records the other real estate as nonrecurring Level 2. When an appraised value is used or an appraisal is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price, the Bank records the other real estate asset as nonrecurring Level 3.

Deposits

The fair value of savings accounts, interest bearing checking accounts, non-interest bearing checking accounts and market rate checking accounts is the amount payable on demand at the reporting date, while the fair value of fixed maturity certificates of deposit is estimated by discounting the future cash flows using current rates at which comparable certificates would be issued.

18


AFFINITY BANCSHARES, INC.

Notes to Unaudited Consolidated Financial Statements

 

FHLB Advances and Other Borrowings

FHLB advances are carried at cost and the fair value is obtained from the Federal Home Loan Bank of Atlanta. Federal Funds
Purchased are carried at cost and because they are overnight funds, the carrying value is a reasonable estimate of fair value.

Commitments to Extend Credit

Commitments to extend credit are short-term and, therefore, the carrying value and the fair value are considered immaterial for disclosure.

Assets Recorded at Fair Value on a Recurring Basis

The Company’s only assets recorded at fair value on a recurring basis are available-for-sale securities that had fair values of approximately $37.2 million and $38.8 million at March 31, 2026 and December 31, 2025, respectively. They are classified as Level 2.

Assets Recorded at Fair Value on a Nonrecurring Basis

The Company may be required, from time to time, to measure certain assets at fair value on a nonrecurring basis in accordance with GAAP. These include assets that are measured at the lower of cost or market that were recognized at fair value below cost at the end of the period. Assets measured at fair value on a nonrecurring basis are included in the table below as of March 31, 2026 and December 31, 2025 (in thousands).

 

March 31, 2026

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Collateral dependent loans

 

$

 

 

$

 

 

$

2,288

 

 

$

2,288

 

Total assets at fair value

 

$

 

 

$

 

 

$

2,288

 

 

$

2,288

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2025

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Collateral dependent loans

 

$

 

 

$

 

 

$

2,373

 

 

$

2,373

 

Total assets at fair value

 

$

 

 

$

 

 

$

2,373

 

 

$

2,373

 

 

The carrying amounts and estimated fair values (in thousands) of the Company’s financial instruments at March 31, 2026 and December 31, 2025 are as follows:

 

 

 

 

March 31, 2026

 

 

December 31, 2025

 

 

 

 

Carrying

 

 

Estimated

 

 

Carrying

 

 

Estimated

 

 

 

 

Amount

 

 

Fair Value

 

 

Amount

 

 

Fair Value

 

Financial assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

Level 1

 

$

89,352

 

 

$

89,352

 

 

$

53,850

 

 

$

53,850

 

Investment securities available-for-sale

Level 2

 

 

37,286

 

 

 

37,286

 

 

 

38,759

 

 

 

38,759

 

Other investments

Level 3

 

 

6,284

 

 

 

6,284

 

 

 

6,264

 

 

 

6,264

 

Loans, net

Level 3

 

 

742,868

 

 

 

738,279

 

 

 

733,688

 

 

 

731,468

 

Bank owned life insurance

Level 3

 

 

17,279

 

 

 

17,279

 

 

 

17,161

 

 

 

17,161

 

Financial liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits

Level 3

 

 

734,337

 

 

 

734,161

 

 

 

695,005

 

 

 

695,635

 

FHLB advances and other borrowings

Level 3

 

 

54,000

 

 

 

53,958

 

 

 

54,000

 

 

 

53,761

 

 

19


AFFINITY BANCSHARES, INC.

Notes to Unaudited Consolidated Financial Statements

 

Limitations

Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular financial instrument. Because no market exists for a significant portion of the Company’s financial instruments, fair value estimates are based on many judgments. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

Fair value estimates are based on existing on and off-balance sheet financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. Significant assets and liabilities that are not considered financial instruments include deferred income taxes and premises and equipment. In addition, the tax ramifications related to the realization of the unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in the estimates.

(10) Merger Agreement

On March 30, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, the Bank, Fidelity BancShares (N.C.), Inc. (“Fidelity BancShares”), The Fidelity Bank (“Fidelity Bank”), and TFB Merger Subsidiary, Inc. (“Merger Subsidiary”), pursuant to which (i) Merger Subsidiary will merge with and into the Company with the Company as the surviving entity, (ii) the Company will merge with and into Fidelity Bank, with Fidelity Bank as the surviving entity, and (iii) Affinity Bank will merge with and into Fidelity Bank, with Fidelity Bank as the surviving entity. Under the terms of the Merger Agreement, each share of Company common stock will be converted into the right to receive $23.00 per share in cash, subject to adjustment based on the Company’s adjusted stockholders’ equity at closing. The transaction is expected to close in the third quarter of 2026, and is subject to regulatory approvals, Company stockholder approval, and other customary closing conditions.

 

 

20


 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

General

Management’s discussion and analysis of financial condition and results of operations at March 31, 2026 and December 31, 2025 and for the three months ended March 31, 2026 and 2025 is intended to assist in understanding the financial condition and results of operations of the Company. The information contained in this section should be read in conjunction with the unaudited consolidated financial statements and the notes thereto appearing in Part I, Item 1, of this Quarterly Report on Form 10-Q.

Merger Agreement

On March 30, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, the Bank, Fidelity BancShares (N.C.), Inc. (“Fidelity BancShares”), The Fidelity Bank (“Fidelity Bank”), and TFB Merger Subsidiary, Inc. (“Merger Subsidiary”), pursuant to which (i) Merger Subsidiary will merge with and into the Company with the Company as the surviving entity, (ii) the Company will merge with and into Fidelity Bank, with Fidelity Bank as the surviving entity, and (iii) Affinity Bank will merge with and into Fidelity Bank, with Fidelity Bank as the surviving entity. Under the terms of the Merger Agreement, each share of Company common stock will be converted into the right to receive $23.00 per share in cash, subject to adjustment based on the Company’s adjusted stockholders’ equity at closing. The transaction is expected to close in the third quarter of 2026, and is subject to regulatory approvals, Company stockholder approval, and other customary closing conditions.

Cautionary Note Regarding Forward-Looking Statements

This report contains forward-looking statements, which can be identified by the use of words such as “estimate,” “project,” “believe,” “intend,” “anticipate,” “assume,” “plan,” “seek,” “expect,” “will,” “may,” “should,” “indicate,” “would,” “contemplate,” “continue,” “target” and words of similar meaning. These forward-looking statements include, but are not limited to:

statements of our goals, intentions and expectations;
statements regarding our business plans, prospects, growth and operating strategies;
statements regarding the quality of our loan and investment portfolios;
estimates of our risks and future costs and benefit; and
statements regarding our proposed merger with Fidelity BancShares and Fidelity Bank.

These forward-looking statements are based on our current beliefs and expectations and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. Accordingly, you should not place undue reliance on such statements. We are under no duty to and do not take any obligation to update any forward-looking statements after the date of this report.

The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements:

general economic conditions, either nationally or in our market areas, that are worse than expected;
changes in the level and direction of loan delinquencies and write-offs and changes in estimates of the adequacy of the allowance for credit losses;
our ability to access cost-effective funding;
changes in liquidity, including the size and composition of our deposit portfolio and the percentage of uninsured deposits in the portfolio;
fluctuations in real estate values and both residential and commercial real estate market conditions;
demand for loans and deposits in our market area;
our ability to implement and change our business strategies;
competition among depository and other financial institutions, including with respect to service charges and fees;
inflation and changes in the interest rate environment that reduce our margins and yields, our mortgage banking revenues, the fair value of financial instruments or our level of loan originations, or increase the level of defaults, losses and prepayments on loans we have made and make;

21


 

adverse changes in the securities or secondary mortgage markets;
changes in laws or government regulations or policies affecting financial institutions, including changes in regulatory fees and capital requirements;
changes in tax laws;
changes in the quality or composition of our loan or investment portfolios;
technological changes that may be more difficult or expensive than expected;
failure or breaches of our IT security systems;
the inability of third-party providers to perform as expected;
our ability to manage market risk, credit risk and operational risk in the current economic environment;
our ability to introduce new products and services, enter new markets successfully and capitalize on growth opportunities;
our ability to successfully integrate into our operations any assets, liabilities, customers, systems and management personnel we may acquire and our ability to realize related revenue synergies and cost savings within expected time frames, and any goodwill charges related thereto;
changes in consumer spending, borrowing and savings habits;
changes in accounting policies and practices, as may be adopted by the bank regulatory agencies, the Financial Accounting Standards Board, the Securities and Exchange Commission or the Public Company Accounting Oversight Board;
our ability to retain key employees;
the effects of global or national war, conflict or acts of terrorism;
the potential effects of new or increased tariffs and trade restrictions;
changes in the value of our goodwill or other intangible assets;
risks related to the COVID-19 pandemic or any other public health emergency;
the effects of any Federal government shutdown;
our compensation expense associated with equity allocated or awarded to our employees; and
changes in the financial condition, results of operations or future prospects of issuers of securities that we own.

Because of these and other uncertainties, our actual future results may be materially different from the results indicated by these forward-looking statements.

Summary of Significant Accounting Policies

A summary of our accounting policies is described in Note 1 of the Notes to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. There have been no material changes to our significant accounting policies as described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Comparison of Financial Condition at March 31, 2026 and December 31, 2025

Total assets increased $43.0 million, or 4.9%, to $924.7 million at March 31, 2026 from $881.7 million at December 31, 2025, due primarily to increases in loans and cash and cash equivalents.

Gross loans increased $9.1 million, or 1.2%, to $751.8 million at March 31, 2026 from $742.7 million at December 31, 2025. Construction loans increased $1.7 million, or 2.3%, to $74.3 million at March 31, 2026 from $72.6 million at December 31, 2025. Commercial and industrial loans increased $11.5 million, or 7.9%, and consumer installment loans increased $1.0 million or 0.8%. We experienced a decrease in owner-occupied commercial real estate loans of $1.9 million or 1.2% non-owner occupied commercial real estate residential mortgage loans of $1.1 million or 2.4%.

22


 

Total deposits increased $39.3 million, or 5.7%, to $734.3 million at March 31, 2026 from $695.0 million at December 31, 2025, reflecting increases in all deposit types but certificates of deposit. Demand deposits increased $22.7 million, or 10.5%, and money market accounts increased $12.6 million or, 8.0% as a result of our business customers' cyclical demands at year-end. Our certificates of deposit include brokered deposits at March 31, 2026, totaling $70.3 million, which had an average life of 17 months and an average interest rate of 4.38%. The loan-to-deposit ratio at March 31, 2026 was 102.4%, as compared to 106.9% at December 31, 2025.

We had $54.0 million of FHLB advances at March 31, 2026 and December 31, 2025.

Stockholders’ equity increased by $2.4 million, or 1.9% to $129.5 million at March 31, 2026 compared to $127.0 million at December 31, 2025, primarily due to net income of $2.3 million during the first quarter of 2026, ESOP related and stock compensation expense of $324,000 offset by a change in unrealized loss on investment securities available-for-sale, net of tax, of $148,000.

Average Balance Sheets

The following table sets forth average balance sheets, average annualized yields and costs, and certain other information for the periods indicated. No tax-equivalent yield adjustments have been made, as the effects would be immaterial. All average balances are monthly average balances. Non-accrual loans were included in the computation of average balances. The yields set forth below include the effect of deferred fees, discounts, and premiums that are amortized or accreted to interest income or interest expense.

 

 

 

For the Three Months Ended March 31,

 

 

 

2026

 

 

2025

 

 

 

Average
Outstanding
Balance

 

 

Interest

 

 

Average
Yield/Rate

 

 

Average
Outstanding
Balance

 

 

Interest

 

 

Average
Yield/Rate

 

 

 

(Dollars in thousands)

 

Interest-earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans

 

$

747,245

 

 

$

11,138

 

 

 

6.04

%

 

$

713,878

 

 

$

10,648

 

 

 

6.05

%

Investment securities held-to-maturity

 

 

 

 

 

 

 

 

 

 

 

27,313

 

 

 

421

 

 

 

6.25

%

Investment securities available-for-sale

 

 

38,313

 

 

 

372

 

 

 

3.94

%

 

 

38,188

 

 

 

324

 

 

 

3.44

%

Interest-earning deposits and federal funds

 

 

85,389

 

 

 

746

 

 

 

3.54

%

 

 

59,305

 

 

 

615

 

 

 

4.21

%

Other investments

 

 

6,272

 

 

 

93

 

 

 

6.01

%

 

 

6,185

 

 

 

97

 

 

 

6.36

%

Total interest-earning assets

 

 

877,219

 

 

 

12,349

 

 

 

5.71

%

 

 

844,869

 

 

 

12,105

 

 

 

5.81

%

Non-interest-earning assets

 

 

46,265

 

 

 

 

 

 

 

 

 

48,093

 

 

 

 

 

 

 

Total assets

 

$

923,484

 

 

 

 

 

 

 

 

$

892,962

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing checking accounts

 

$

90,211

 

 

$

112

 

 

 

0.50

%

 

$

81,598

 

 

$

84

 

 

 

0.42

%

Money market accounts

 

 

162,882

 

 

 

1,126

 

 

 

2.80

%

 

 

156,548

 

 

 

1,163

 

 

 

3.01

%

Savings accounts

 

 

99,924

 

 

 

730

 

 

 

2.96

%

 

 

79,222

 

 

 

555

 

 

 

2.84

%

Certificates of deposit

 

 

238,697

 

 

 

2,314

 

 

 

3.93

%

 

 

238,904

 

 

 

2,444

 

 

 

4.15

%

Total interest-bearing deposits

 

 

591,714

 

 

 

4,282

 

 

 

2.93

%

 

 

556,272

 

 

 

4,246

 

 

 

3.10

%

FHLB advances and other borrowings

 

 

54,000

 

 

 

502

 

 

 

3.77

%

 

 

54,856

 

 

 

522

 

 

 

3.86

%

Total interest-bearing liabilities

 

 

645,714

 

 

 

4,784

 

 

 

3.00

%

 

 

611,128

 

 

 

4,768

 

 

 

3.16

%

Non-interest-bearing liabilities

 

 

148,861

 

 

 

 

 

 

 

 

 

151,121

 

 

 

 

 

 

 

Total liabilities

 

 

794,575

 

 

 

 

 

 

 

 

 

762,249

 

 

 

 

 

 

 

Total stockholders' equity

 

 

128,909

 

 

 

 

 

 

 

 

 

130,713

 

 

 

 

 

 

 

Total liabilities and stockholders' equity

 

$

923,484

 

 

 

 

 

 

 

 

$

892,962

 

 

 

 

 

 

 

Net interest rate spread

 

 

 

 

 

 

 

 

2.70

%

 

 

 

 

 

 

 

 

2.65

%

Net interest income

 

 

 

 

$

7,565

 

 

 

 

 

 

 

 

$

7,337

 

 

 

 

Net interest margin

 

 

 

 

 

 

 

 

3.50

%

 

 

 

 

 

 

 

 

3.52

%

 

 

Rate/Volume Analysis

23


 

The following table presents the effects of changing rates and volumes on our net interest income for the periods indicated. The rate column shows the effects attributable to changes in rate (changes in rate multiplied by prior volume). The volume column shows the effects attributable to changes in volume (changes in volume multiplied by prior rate). The total column represents the sum of the prior columns. For purposes of this table, changes attributable to both rate and volume, which cannot be segregated, have been allocated proportionately based on the changes due to rate and the changes due to volume.

 

 

 

Three Months Ended March 31,
2026 vs. 2025

 

 

 

Increase (Decrease) Due to

 

 

Total

 

 

 

 

 

 

 

 

 

Increase

 

 

 

Volume

 

 

Rate

 

 

(Decrease)

 

 

 

(In thousands)

 

Interest-earning assets:

 

 

 

 

 

 

 

 

 

Loans

 

$

552

 

 

$

(62

)

 

$

490

 

Investment securities held-to-maturity

 

 

(421

)

 

 

 

 

 

(421

)

Investment securities available-for-sale

 

 

19

 

 

 

29

 

 

 

48

 

Interest-earning deposits and federal funds

 

 

1,236

 

 

 

(1,105

)

 

 

131

 

Other investments

 

 

32

 

 

 

(36

)

 

 

(4

)

Total interest-earning assets

 

 

1,418

 

 

 

(1,174

)

 

 

244

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing liabilities:

 

 

 

 

 

 

 

 

 

Interest-bearing checking accounts

 

 

28

 

 

 

 

 

 

28

 

Money market accounts

 

 

612

 

 

 

(649

)

 

 

(37

)

Savings accounts

 

 

174

 

 

 

1

 

 

 

175

 

Certificates of deposit

 

 

(37

)

 

 

(93

)

 

 

(130

)

Total interest-bearing deposits

 

 

777

 

 

 

(741

)

 

 

36

 

FHLB advances and other borrowings

 

 

(19

)

 

 

(1

)

 

 

(20

)

Total interest-bearing liabilities

 

 

758

 

 

 

(742

)

 

 

16

 

 

 

 

 

 

 

 

 

 

 

Change in net interest income

 

$

660

 

 

$

(432

)

 

$

228

 

 

 

 

 

 

 

 

 

 

 

 

Comparison of Operating Results for the Three Months Ended March 31, 2026 and 2025

General. Net income was $2.3 million for the three months ended March 31, 2026, compared to $1.8 million for the three months ended March 31, 2025. The increase was caused by an increase in net interest income, decrease in provision for credit losses and a decrease in noninterest expense.

Interest Income. Interest income increased $244,000, or 2.0%, to $12.3 million for the three months ended March 31, 2026 from $12.1 million for the three months ended March 31, 2025. The increase was primarily due to an increase in income from loans. Interest income on loans increased $490,000, or 4.6%, to $11.1 million for the three months ended March 31, 2026 from $10.6 million for the three months ended March 31, 2025. The average yield on loans decreased one basis point to 6.04% for the current quarter, as compared to 6.05% for the prior year period. In addition, our average balance of loans increased by $33.4 million, or 4.7%, to $747.2 million for the three months ended March 31, 2026 from $713.9 million for the three months ended March 31, 2025. The average balance of loans increased due to steady loan demand.

Interest income on interest-earning deposits and federal funds increased $131,000 to $746,000 for the three months ended March 31, 2026 from $615,000 for the three months ended March 31, 2025. The average balance of interest-earning deposits and federal funds increased $26.1 million to $85.4 million for the three months ended March 31, 2026 compared to $59.3 million for the three months ended March 31, 2025. The yields we received on these funds decreased to 3.54% from 4.21% due to the continued changes in the interest rate environment.

24


 

 

Interest Expense. Interest expense increased $16,000 and was $4.8 million for each of the three months ended March 31, 2026, and 2025.

 

Interest expense on deposits increased $36,000 to $4.3 million for the three months ended March 31, 2026 from $4.2 million for the three months ended March 31, 2025. The largest increase was in interest expense on savings accounts, which increased $175,000 to $730,000 for the three months ended March 31, 2026. The average rate we paid on savings accounts increased 12 basis points to 2.96% for the three months ended March 31, 2026 from 2.84% for the three months ended March 31, 2025, and the average balance increased by $20.7 million to $99.9 million for the three months ended March 31, 2026 from $79.2 million for the three months ended March 31, 2025.

 

Interest expense on borrowings decreased $20,000 to $502,000 for the three months ended March 31, 2026 from $522,000 for the three months ended March 31, 2025, due to an decrease in average borrowings of $856,000.

Net Interest Income. Net interest income before provision of credit losses increased $228,000, or 3.11%, to $7.6 million for the three months ended March 31, 2026 compared to $7.3 million for the three months ended March 31, 2025. Our net interest rate spread increased to 2.70% for the three months ended March 31, 2026 from 2.65% for the three months ended March 31, 2025, and our net interest margin decreased to 3.50% for the three months ended March 31, 2026 from 3.52% for the three months ended March 31, 2025, as the yields we earned on our interest-earning assets decreased faster than the rates we paid on interest-bearing liabilities.

Provision for Credit Losses. The provisions for credit losses consists of provisions for credit losses for loans and unfunded loan commitments, as well as held-to-maturity securities.

Provisions for credit losses for loans are charged to operations to establish an allowance for credit losses at a level necessary to absorb known and inherent losses in our loan portfolio that are both probable and reasonably estimable at the date of the consolidated financial statements. In evaluating the level of the allowance for credit losses for loans, management analyzes several qualitative loan portfolio risk factors including, but not limited to, management’s ongoing review and grading of loans, facts and issues related to specific loans, historical loan loss and delinquency experience, trends in past due and non-accrual loans, existing risk characteristics of specific loans or loan pools, the fair value of underlying collateral, current economic conditions and other qualitative and quantitative factors which could affect potential credit losses.

Provisions for credit losses for unfunded commitments are charged to operations to establish an allowance for credit losses for contractual obligations to extend credit. The estimate includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over its estimated life. The estimate is influenced by historical loss experience, adjusted for current risk characteristics, and economic factors.

Provisions for credit losses for held-to-maturity securities are also charged to operations to establish an allowance on a collective basis by major security type. The estimate of expected credit losses for held-to-maturity securities considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts.

After an evaluation of these factors, we recorded no provision for credit losses for the three months ended March 31, 2026, and $50,000 provision for credit loss for the three months ended March 31, 2025. Our allowance for credit losses was $8.9 million at March 31, 2026, and $9.0 million at December 31, 2025 and $8.5 million at March 31, 2025. The allowance for credit losses to total loans was 1.18% at March 31, 2026 compared to 1.21% at December 31, 2025. The allowance for credit losses to non-performing loans was 251.88% at March 31, 2026 compared to 251.93% at December 31, 2025. Net loan charge-offs were $105,000 for the three months ended March 31, 2026, compared to net loan charge-offs of $89,000 for the three months ended March 31, 2025.

Provisions for credit losses for unfunded commitments recorded was a $100,000 recovery for the three months ended March 31, 2026 and no provision for credit losses for unfunded commitments was recorded for March 31, 2025. The allowance for unfunded commitment was $544,000 at March 31, 2026 and $644,000 as of December 31, 2025 and $744,000 at March 31, 2025.

To the best of our knowledge, we have recorded all credit losses that are both probable and reasonable to estimate at March 31, 2026. However, future changes in the factors described above, including, but not limited to, actual loss experience with respect to our loan portfolio, could result in material increases in our provision for credit losses. In addition, the Office of the Comptroller of the Currency, as an integral part of its examination process, periodically reviews our allowance for credit losses, and as a result of such reviews, we may have to adjust our allowance for credit losses. However, regulatory agencies are not directly involved in the process of establishing the allowance for credit losses as the process is our responsibility and any increase or decrease in the allowance is the responsibility of management.

25


 

Non-interest Income. Non-interest income increased $71,000, or 14.8%, to $552,000 for the three months ended March 31, 2026 from $481,000 for the three months ended March 31, 2025 due to a increase in merchant services volume, along with increase in Bank owned life insurance income and loan related fee income.

Non-interest Expenses. Non-interest expenses information is as follows.

 

 

 

Three Months Ended March 31,

 

 

Change

 

 

 

2026

 

 

2025

 

 

Amount

 

 

Percent

 

 

 

(Dollars in thousands)

 

Salaries and employee benefits

 

$

3,018

 

 

$

3,359

 

 

 

(341

)

 

 

(10.2

)%

Occupancy

 

 

544

 

 

 

605

 

 

 

(61

)

 

 

(10.1

)%

Data processing

 

 

584

 

 

 

543

 

 

 

41

 

 

 

7.6

%

Other

 

 

1,069

 

 

 

852

 

 

 

217

 

 

 

25.4

%

Total non-interest expenses

 

$

5,215

 

 

$

5,359

 

 

$

(144

)

 

 

(2.7

)%

 

Salaries and employee benefits expense decreased due to additional stock compensation from ESOP compensation expense related to the special dividend in the first quarter of 2025. Other fees increased due to a increase in professional fees.

 

Income Tax Expense. We recorded income tax expense of $718,000 for the three months ended March 31, 2026 compared to $578,000 for the three months ended March 31, 2025. The effective tax rate was 23.9% and 24.0% for the respective periods.

 

Management of Market Risk

General. Our most significant form of market risk is interest rate risk because, as a financial institution, the majority of our assets and liabilities are sensitive to changes in interest rates. Therefore, a principal part of our operations is to manage interest rate risk and limit the exposure of our financial condition and results of operations to changes in market interest rates. Our Asset/Liability Management Committee is responsible for evaluating the interest rate risk inherent in our assets and liabilities, for determining the level of risk that is appropriate, given our business strategy, operating environment, capital, liquidity and performance objectives, and for managing this risk consistent with the policy and guidelines approved by our board of directors. We currently utilize a third-party modeling program, prepared on a quarterly basis, to evaluate our sensitivity to changing interest rates, given our business strategy, operating environment, capital, liquidity and performance objectives, and for managing this risk consistent with the guidelines approved by the board of directors.

We have sought to manage our interest rate risk in order to minimize the exposure of our earnings and capital to changes in interest rates. We have implemented the following strategies to manage our interest rate risk:

limiting our reliance on non-core/wholesale funding sources;
growing our volume of transaction deposit accounts;
increasing our investment securities portfolio, with an average maturity of less than 15 years;
diversifying our loan portfolio by adding more commercial-related loans and consumer loans, which typically have shorter maturities and/or balloon payments; and
continuing to price our one-to-four family residential real estate loan products in a way that encourages borrowers to select our balloon loans as opposed to longer-term, fixed-rate loans.

By following these strategies, we believe that we are better positioned to react to increases in market interest rates. In addition, we originate adjustable-rate, one-to-four-family residential real estate loans and home equity loans and lines of credit.

We do not engage in hedging activities, such as engaging in futures, options or swap transactions, or investing in high-risk mortgage derivatives, such as collateralized mortgage obligation residual interests, real estate mortgage investment conduit residual interests or stripped mortgage-backed securities.

26


 

Net Interest Income. We analyze our sensitivity to changes in interest rates through a net interest income model. Net interest income is the difference between the interest income we earn on our interest-earning assets, such as loans and securities, and the interest we pay on our interest-bearing liabilities, such as deposits and borrowings. We estimate what our net interest income would be for a 12-month period. We then calculate what the net interest income would be for the same period under the assumptions that the United States Treasury yield curve increases or decreases instantaneously by 200 and 400 basis point increments, with changes in interest rates representing immediate and permanent, parallel shifts in the yield curve. A basis point equals one-hundredth of one percent, and 100 basis points equals one percent. An increase in interest rates from 3% to 4% would mean, for example, a 100 basis point increase in the “Change in Interest Rates” column below.

The table below sets forth, as of March 31, 2026, the calculation of the estimated changes in our net interest income that would result from the designated immediate changes in the United States Treasury yield curve.

 

Change in Interest Rates
(basis points) (1)

 

Net Interest Income
Year 1 Forecast

 

 

Year 1 Change
from Level

 

 

 

(Dollars in thousands)

 

 

 

 

+400

 

$

32,978

 

 

 

(3.90

)%

+200

 

 

33,696

 

 

 

(1.81

)%

Level

 

 

34,318

 

 

 

-200

 

 

33,513

 

 

 

(2.35

)%

-400

 

 

32,703

 

 

 

(4.71

)%

 

(1) Assumes an immediate uniform change in interest rates at all maturities.

The table above indicates that at March 31, 2026, in the event of an instantaneous parallel 200 basis point increase in interest rates, we would have experienced a 1.81% decrease in net interest income, and in the event of an instantaneous 200 basis point decrease in interest rates, we would have experienced a 2.35% decrease in net interest income. At March 31, 2025, in the event of an instantaneous parallel 200 basis point increase in interest rates, we would have experienced a 3.93% decrease in net interest income, and in the event of an instantaneous 200 basis point decrease in interest rates, we would have experienced a 0.74% decrease in net interest income.

Certain shortcomings are inherent in the methodologies used in the above interest rate risk measurement. Modeling changes require making certain assumptions that may or may not reflect the manner in which actual yields and costs respond to changes in market interest rates. In this regard, the net interest income table presented assumes that the composition of our interest-sensitive assets and liabilities existing at the beginning of a period remains constant over the period being measured and assumes that a particular change in interest rates is reflected uniformly across the yield curve regardless of the duration or repricing of specific assets and liabilities. Accordingly, although the net interest income table provides an indication of our interest rate risk exposure at a particular point in time, such measurements are not intended to and do not provide a precise forecast of the effect of changes in market interest rates on net interest income and will differ from actual results. Furthermore, although certain assets and liabilities may have similar maturities or periods to repricing, they may react in different degrees to changes in market interest rates. Additionally, certain assets, such as adjustable-rate loans, have features that restrict changes in interest rates both on a short-term basis and over the life of the asset.

Interest rate risk calculations also may not reflect the fair values of financial instruments. For example, decreases in market interest rates can increase the fair values of our loans, deposits and borrowings.

Liquidity and Capital Resources

Liquidity describes our ability to meet the financial obligations that arise in the ordinary course of business. Liquidity is primarily needed to meet the borrowing and deposit withdrawal requirements of our customers and to fund current and planned expenditures. Our primary sources of funds are deposits, principal and interest payments on loans and securities, proceeds from the sale of loans, and proceeds from maturities of securities. We also have the ability to borrow from the Federal Home Loan Bank of Atlanta. At March 31, 2026, we had a $264.4 million line of credit with the Federal Home Loan Bank of Atlanta, with advances of $54.0 million outstanding and a $11.0 million letter of credit outstanding, and we had a $5.0 million unsecured federal funds line of credit, a $7.5 million unsecured federal funds line of credit, and a $20.0 million unsecured federal funds line of credit. We also had a line of $56.1 million with the Federal Reserve Bank secured by $76.3 million in loans.

While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows and loan prepayments are greatly influenced by general interest rates, economic conditions, and competition. Our most liquid assets are cash

27


 

and short-term investments including interest-bearing demand deposits. The levels of these assets are dependent on our operating, financing, lending, and investing activities during any given period.

Our cash flows are comprised of three primary classifications: cash flows from operating activities, investing activities, and financing activities. Net cash provided by operating activities was $4.4 million for the three months ended March 31, 2026, compared to $1.9 million for the three months ended March 31, 2025. Net cash used in investing activities was $8.2 million for the three months ended March 31, 2026, compared to $10.7 million for the three months ended March 31, 2025. Net cash used in investing activities typically consists primarily of disbursements for loan originations and any purchases of investment securities. Net cash provided by financing activities, which consists primarily of activity in deposit accounts and proceeds/repayments of borrowings and dividends, was $39.3 million for the three months ended March 31, 2026 which reflected increases in deposits accounts of $39.2 million.

We are committed to maintaining a strong liquidity position. We monitor our liquidity position on a daily basis. We anticipate that we will have sufficient funds to meet our current funding commitments. Based on our deposit retention experience and current pricing strategy, we anticipate that a significant portion of maturing time deposits will be retained.

At March 31, 2026, we exceeded all of our regulatory capital requirements and the Bank was categorized as “well capitalized.” Management is not aware of any conditions or events since the most recent notification that would change our category. The Bank’s actual capital amounts and ratios for March 31, 2026 and December 31, 2025 are presented in the table below (in thousands).

 

 

 

 

 

 

 

 

 

For Capital

 

 

To Be Well Capitalized

 

 

 

 

 

 

 

 

 

Adequacy

 

 

Under Prompt Corrective

 

 

 

Actual

 

 

Purposes

 

 

Action Provisions

 

 

 

Amount

 

 

Ratio

 

 

Amount

 

 

Ratio

 

 

Amount

 

 

Ratio

 

As of March 31, 2026:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Equity Tier 1 (to Risk Weighted Assets)

 

$

100,343

 

 

 

12.30

%

 

$

36,711

 

 

 

4.50

%

 

$

53,027

 

 

 

6.50

%

Total Capital (to Risk Weighted Assets)

 

 

109,786

 

 

 

13.46

%

 

 

65,252

 

 

 

8.00

%

 

 

81,565

 

 

 

10.00

%

Tier I Capital (to Risk Weighted Assets)

 

 

100,343

 

 

 

12.30

%

 

 

48,948

 

 

 

6.00

%

 

 

65,252

 

 

 

8.00

%

Tier I Capital (to Average Assets)

 

 

100,343

 

 

 

11.04

%

 

 

36,356

 

 

 

4.00

%

 

 

45,445

 

 

 

5.00

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2025:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Equity Tier 1 (to Risk Weighted Assets)

 

$

97,604

 

 

 

12.04

%

 

$

36,480

 

 

 

4.50

%

 

$

52,693

 

 

 

6.50

%

Total Capital (to Risk Weighted Assets)

 

 

107,254

 

 

 

13.24

%

 

 

64,806

 

 

 

8.00

%

 

 

81,008

 

 

 

10.00

%

Tier I Capital (to Risk Weighted Assets)

 

 

97,604

 

 

 

12.04

%

 

 

48,640

 

 

 

6.00

%

 

 

64,806

 

 

 

8.00

%

Tier I Capital (to Average Assets)

 

 

97,604

 

 

 

10.82

%

 

 

36,083

 

 

 

4.00

%

 

 

45,104

 

 

 

5.00

%

Off-Balance Sheet Arrangements and Aggregate Contractual Obligations

Commitments. As a financial services provider, we routinely are a party to various financial instruments with off-balance-sheet risks, such as commitments to extend credit and unused lines of credit. While these contractual obligations represent our future cash requirements, a significant portion of commitments to extend credit may expire without being drawn upon. Such commitments are subject to the same credit policies and approval process accorded to loans we make. At March 31, 2026, we had outstanding commitments to originate loans of $65.1 million. We anticipate that we will have sufficient funds available to meet our current lending commitments. Time deposits that are scheduled to mature in less than one year from March 31, 2026 totaled $136.6 million. Management expects that a substantial portion of the maturing time deposits will be renewed. However, if a substantial portion of these deposits is not retained, we may utilize FHLB advances or raise interest rates on deposits to attract new accounts, which may result in higher levels of interest expense.

Contractual Obligations. In the ordinary course of our operations, we enter into certain contractual obligations. Such obligations include data processing services, operating leases for premises and equipment, agreements with respect to borrowed funds and deposit liabilities.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The information required by this item is included in Part 1, Item 2 of this quarterly report under “Management of Market Risk.”

28


 

Item 4. Controls and Procedures

An evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Securities and Exchange Act of 1934, as amended) as of March 31, 2026. Based on that evaluation, the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, concluded that the Company’s disclosure controls and procedures were effective.

During the quarter ended March 31, 2026, there have been no changes in the Company’s internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

29


 

PART II – OTHER INFORMATION

At March 31, 2026, we were not involved in any legal proceedings the outcome of which would be material to our financial condition or results of operations.

Item 1A. Risk Factors

Not applicable for smaller reporting companies.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Not applicable.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

During the three months ended March 31, 2026, none of the Company’s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement,” as that term is used in Securities and Exchange Commission regulations.

 

Item 6. Exhibits

 

Exhibit

Number

Description

 

3.1

 

Articles of Incorporation of Affinity Bancshares, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1, as amended (Commission File No. 333-248745)

 

 

 

3.2

 

Bylaws of Affinity Bancshares, Inc.(incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1, as amended (Commission File No. 333-248745)

 

 

 

31.1

 

Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

31.2

 

Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

32

 

Written Statement of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

101.0

The following materials for the quarter ended March 31, 2026, formatted in inline XBRL (Extensible Business Reporting Language): (i) Balance Sheets, (ii) Statements of Income, (iii) Statements of Comprehensive Income, (iv) Statements of Changes in Stockholders’ Equity, (v) Statements of Cash Flows, and (vi) Notes to Financial Statements

 

 

 

104.0

 

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

 

 

 

 

30


 

SIGNATURES

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

 

 

 

 

 

 

AFFINITY BANCSHARES, INC.

 

 

 

 

 

 

Date:

 

May 8, 2026

 

 

/s/ Edward J. Cooney

 

 

 

 

 

Edward J. Cooney

 

 

 

 

 

President and Chief Executive Officer

 

 

 

 

 

 

Date:

 

May 8, 2026

 

 

/s/ Brandi Pajot

 

 

 

 

 

Brandi Pajot

 

 

 

 

 

Senior Vice President and Chief Financial Officer

 

31


FAQ

What were Affinity Bancshares (AFBI) earnings for the quarter ended March 31, 2026?

Affinity Bancshares reported net income of $2.3 million for the quarter ended March 31, 2026, up from $1.8 million a year earlier. Diluted EPS was $0.36, compared with $0.28, reflecting higher net interest income and slightly lower noninterest expenses.

What merger did Affinity Bancshares (AFBI) announce with Fidelity Bank?

Affinity Bancshares entered a Merger Agreement with Fidelity BancShares and The Fidelity Bank. Each AFBI share will be converted into the right to receive $23.00 in cash, subject to an equity-based adjustment, with closing targeted for the third quarter of 2026 pending approvals.

How did AFBI’s loans and deposits change as of March 31, 2026?

As of March 31, 2026, gross loans reached $751.8 million, up from $742.7 million at year-end 2025. Total deposits increased to $734.3 million from $695.0 million, driven by growth in noninterest-bearing checking and money market balances.

What is Affinity Bancshares’ (AFBI) asset size and capital position?

Affinity Bancshares reported total assets of $924.7 million at March 31, 2026, up from $881.7 million at December 31, 2025. The bank’s capital ratios exceeded well-capitalized regulatory thresholds, including a Common Equity Tier 1 ratio of 12.30% and total risk-based capital of 13.46%.

How strong is AFBI’s credit quality and allowance for credit losses?

At March 31, 2026, AFBI’s allowance for credit losses was $8.9 million, or 1.18% of total loans, with net loan charge-offs of $105,000 for the quarter. Nonperforming coverage remained robust, and management recorded no loan loss provision for the period.

What was AFBI’s liquidity position at March 31, 2026?

Liquidity improved, with cash and cash equivalents of $89.4 million at March 31, 2026 versus $53.9 million at year-end 2025. AFBI also maintained unused borrowing capacity at the Federal Home Loan Bank and the Federal Reserve, supporting future funding needs.