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Affinity Bancshares (NASDAQ: AFBI) clears key approvals for Fidelity Bank deal

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Affinity Bancshares, Inc. outlines progress on its previously announced merger with Fidelity BancShares (N.C.), Inc. and The Fidelity Bank. Under the Agreement and Plan of Merger, a newly formed Merger Sub will first merge into Affinity Bancshares, which will then merge into Fidelity Bank, and Affinity Bank, National Association will also merge into Fidelity Bank.

The companies state that Fidelity BancShares and Fidelity Bank have received all required regulatory approvals and non-objections needed to complete these Mergers. Closing is expected during the third quarter of 2026, subject to satisfaction of customary closing conditions and the other terms of the Agreement. Extensive forward-looking statement language highlights potential risks, including failure to satisfy remaining conditions, integration challenges, economic changes, and other factors described in Affinity’s periodic reports.

Positive

  • All required regulatory approvals and non-objections obtained by Fidelity BancShares and Fidelity Bank to complete the planned Mergers, leaving only customary closing conditions and other agreed terms before the transaction is expected to close in the third quarter of 2026.

Negative

  • None.

Insights

Analyzing...

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Agreement date March 30, 2026 Date Affinity entered the Agreement and Plan of Merger with Fidelity
Expected closing period third quarter of 2026 Indicated period when the Mergers are expected to close, subject to conditions
Agreement and Plan of Merger regulatory
"entered into an Agreement and Plan of Merger (the “Agreement”)."
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
regulatory approvals and non-objections regulatory
"have received all required regulatory approvals and non-objections to complete"
customary closing conditions regulatory
"expected to close during the third quarter of 2026, subject to the satisfaction of customary closing conditions."
"Customary closing conditions" are standard rules or checks that must be met before a business deal can be finalized, like making sure all paperwork is in order or that certain approvals are obtained. They matter because they help protect both parties, ensuring everything is in place and reducing the risk of surprises or problems after the deal is closed.
forward-looking statements regulatory
"Forward-Looking Statements This on contains forward-looking statements"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Private Securities Litigation Reform Act regulatory
"forward-looking statements within the meaning of the Private Securities Litigation Reform Act."
A federal law that changed how lawsuits by private investors against public companies over alleged securities fraud are started and handled. It requires plaintiffs to show specific facts about alleged wrongdoing up front, limits certain types of legal damages and stops lawyers from shopping for plaintiffs, so companies face fewer frivolous suits and investors know stronger cases move forward. Think of it as tightened screening at the courthouse to reduce baseless claims and clarify legal risk for investors.
Risk Factors financial
"including in the respective Risk Factors sections of such reports"
Risk factors are elements or conditions that could cause an investment's value to decrease or lead to potential losses. They are like warning signs or obstacles that can affect the success of an investment, making it uncertain or more unpredictable. Recognizing risk factors helps investors understand the possible challenges and make more informed decisions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What merger involving Affinity Bancshares (AFBI) is described in this report?
Affinity Bancshares (AFBI) describes an Agreement and Plan of Merger with Fidelity BancShares, The Fidelity Bank, and a Merger Sub. The structure combines Affinity Bancshares and Affinity Bank into Fidelity Bank through a series of sequential mergers under the Agreement.

Which regulatory approvals have been received for the AFBI and Fidelity Mergers?
Fidelity BancShares and Fidelity Bank have received all required regulatory approvals and non-objections needed to complete the Mergers. These approvals are a key prerequisite before closing, though remaining customary closing conditions must still be satisfied.

When are the Affinity Bancshares (AFBI) Mergers expected to close?
The Mergers involving Affinity Bancshares (AFBI) are expected to close during the third quarter of 2026. This timing remains subject to satisfaction of customary closing conditions and compliance with the terms of the Agreement and Plan of Merger.

What entities are combining in the Affinity Bancshares (AFBI) transaction?
The transaction combines Affinity Bancshares, Inc. and Affinity Bank, National Association with Fidelity BancShares (N.C.), Inc., The Fidelity Bank, and a North Carolina Merger Sub. Ultimately, Fidelity Bank will be the surviving banking institution after all merger steps.

What risks and uncertainties does AFBI highlight about the planned Mergers?
AFBI highlights risks such as failing to satisfy remaining conditions, possible termination of the Agreement, integration difficulties, achieving cost savings, reputational impacts, competition, interest rate changes, and broader economic or regulatory shifts, as detailed in its Risk Factors and forward-looking statements.

When did Affinity Bancshares (AFBI) enter into the Agreement and Plan of Merger?
Affinity Bancshares (AFBI) entered into the Agreement and Plan of Merger on March 30, 2026. This Agreement sets out the structure under which the Merger Sub, Affinity Bancshares, and Affinity Bank will be combined with Fidelity Bank.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
 
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
 
Date of Report (Date of earliest event reported): July 17, 2026
 
AFFINITY BANCSHARES, INC.
(Exact Name of Registrant as Specified in Charter)
 
Maryland
001-39914
82-1147778
(State or Other Jurisdiction
of Incorporation)
(Commission File No.)
(I.R.S. Employer
Identification No.)
 
3175 Highway 278, Covington, Georgia
30014
(Address of Principal Executive Offices)
(Zip Code)
 
Registrant’s telephone number, including area code: (770) 786-7088
 
Not Applicable
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
     
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading symbol(s)
Name of each exchange on which registered
Common stock, par value $0.01 per share
AFBI
The Nasdaq Stock Market LLC
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
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. ☐
 
Item 8.01
Other Events
 
As previously announced, on March 30, 2026, Affinity Bancshares, Inc. (the “Company”) and Affinity Bank, National Association (“Affinity Bank” and, together with the Company, “Affinity”), Fidelity BancShares (N.C.), Inc. (“Fidelity BancShares”), The Fidelity Bank (“Fidelity Bank”) and TFB Merger Subsidiary, Inc., a North Carolina corporation that will be formed as a wholly owned subsidiary of Fidelity Bank to facilitate the merger (“Merger Sub,” and together with Fidelity BancShares and Fidelity Bank, “Fidelity”), entered into an Agreement and Plan of Merger (the “Agreement”). Pursuant to the Agreement, (i) Merger Sub will merge with and into the Company, with the Company as the surviving corporation, and Merger Sub will cease to exist; (ii) the Company will merge with and into Fidelity Bank, with Fidelity Bank as the surviving corporation, and the Company will cease to exist; and (iii) Affinity Bank will merge with and into Fidelity Bank, with Fidelity Bank as the surviving entity (the “Mergers”).
 
Fidelity Bancshares and Fidelity Bank have received all required regulatory approvals and non-objections to complete the Mergers. The Mergers are expected to close during the third quarter of 2026, subject to the satisfaction of customary closing conditions.  
 
Forward-Looking Statements 
 
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act. Forward-looking statements include statements regarding the proposed Mergers, their timing and anticipated future results. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words like “believe,” “expect,” “anticipate,” “estimate,” and “intend,” or future or conditional verbs such as “will,” “would,” “should,” “could,” or “may.” These forward-looking statements are necessarily speculative and speak only as of the date made, and are subject to numerous assumptions, risks, and uncertainties, all of which may change over time. Actual results could differ materially from such forward-looking statements. Certain factors that could cause actual results to differ materially from expected results include: failure to satisfy the remaining conditions of the transaction on a timely basis or at all or other delays in completing the Mergers; the reputational risks and the reaction of Affinity Bank’s and Fidelity Bank’s customers to the transaction; the impacts of tariffs, sanctions and other trade policies of the United States and its global trading counterparts; the occurrence of any event, change, or other circumstances that could give rise to the right of one or both of the parties to terminate the Agreement; difficulties in achieving cost savings from the Mergers or in achieving such cost savings within the expected time frame; difficulties in integrating Affinity Bank; increased competitive pressures; changes in the interest rate environment; changes in general economic conditions, including potential recessionary conditions; legislative and regulatory changes that adversely affect the business in which Affinity Bank is engaged; and changes in the securities markets and other risks and uncertainties. Additional factors that could cause results to differ materially from those described above can be found in Affinity’s Annual Report on Form 10-K for the year ended December 31, 2025, and in its subsequent Quarterly Reports on Form 10-Q, including in the respective Risk Factors sections of such reports, as well as in subsequent filings with the Securities and Exchange Commission, each of which is on file with the SEC and available in the “Investors Relations” section of Affinity’s website, https://affinitybankshares.q4ir.com. 
 
Item 9.01 
Financial Statements and Exhibits
Not applicable.
 
 
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, hereunto duly authorized.
 
   
AFFINITY BANCSHARES, INC.
     
     
DATE: July 17, 2026
By:
/s/ Brandi Pajot
   
Brandi Pajot
   
Senior Vice President and Chief Financial Officer
 
 
 
0001823406 0001823406 2026-07-17 2026-07-17

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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