All-cash sale values Affinity Bancshares (NASDAQ: AFBI) at $142.8M
Rhea-AI Filing Summary
Affinity Bancshares, Inc. agreed to be acquired by Fidelity Bank in an all‑cash merger valuing Affinity at approximately $142.8 million. Affinity stockholders will receive $23.00 in cash per share, subject to adjustment based on adjusted stockholders’ equity at closing.
The deal, unanimously approved by both boards, is expected to close in the third quarter of 2026, pending regulatory and stockholder approvals and other customary conditions. Affinity and Fidelity also entered into director support agreements and executive settlement agreements that provide cash payments and impose post‑employment non‑compete and non‑solicitation covenants on key executives.
Positive
- All‑cash consideration of $23.00 per share, valuing Affinity at approximately $142.8 million, provides immediate liquidity and price certainty for stockholders.
- Strategic combination with Fidelity Bank would scale the platform into a $5.5 billion‑asset organization, expanding geographic reach while preserving a community‑bank focus as described.
Negative
- Completion risk remains because the merger requires multiple regulatory approvals, Affinity stockholder approval, and satisfaction of customary closing conditions.
- $5.5 million termination fee payable by Affinity to Fidelity in certain circumstances could discourage alternative transactions that might otherwise emerge.
Insights
All‑cash sale of Affinity at ~$142.8M is a thesis‑changing event.
The agreement has Fidelity Bank acquiring 100% of Affinity Bancshares for about $142.8 million, giving stockholders $23.00 per share in cash, subject to an equity‑based adjustment. This converts Affinity holders into cash investors and ends its public‑company trajectory.
The combined bank is described as having $5.5 billion in assets, $4.6 billion in deposits, and $3.6 billion in loans after closing, which would significantly scale Affinity’s current $882 million in assets. Completion still depends on regulatory and Affinity stockholder approvals, accurate reps and warranties, and the absence of legal restraints.
A $5.5 million termination fee may be payable by Affinity to Fidelity in specified circumstances, creating a financial disincentive to accept a competing proposal. Executive settlement agreements provide seven‑figure cash payments and restrictive covenants, aligning key management with the transaction as it moves toward the expected Q3 2026 closing.
8-K Event Classification
Key Figures
Key Terms
Agreement and Plan of Merger regulatory
termination fee financial
Support Agreement regulatory
Settlement and Restrictive Covenant Agreement financial
proxy statement regulatory
non-competition provisions financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
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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)) |
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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 1.01 | Entry Into A Material Definitive Agreement |
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”).
The Agreement was unanimously approved by the Boards of Directors of each of the Affinity and Fidelity parties. The Mergers are expected to close during the third quarter of 2026, subject to receiving all regulatory and stockholder approvals, and satisfaction of other customary closing conditions.
Under the terms of the Agreement, each Company stockholder will be entitled to receive $23.00 in cash per share of Company common stock, subject to adjustment to the extent the Company’s adjusted stockholders’ equity prior to the consummation of the Mergers, as calculated under the Agreement, is below the Company’s adjusted stockholders’ equity as of February 28, 2026.
The Agreement contains customary representations and warranties from Affinity and Fidelity, and each party has agreed to customary covenants, including, among others, covenants relating to (1) the conduct of Affinity Bank’s business during the interim period between the execution of the Agreement and the closing of the Mergers, (2) Affinity’s obligations to facilitate its stockholders’ consideration of, and voting on, the Agreement and the Mergers, (3) the recommendation by the board of directors of Affinity in favor of approval of the Agreement and the Mergers by its stockholders, and (4) Affinity’s non-solicitation obligations relating to alternative business combination transactions.
Consummation of the Mergers is subject to certain conditions, including, among others, approval of the Agreement and the Mergers by the Company’s stockholders, the receipt of all required regulatory approvals and expiration of applicable waiting periods, accuracy of specified representations and warranties of each party, the performance in all material respects by each party of its obligations under the Agreement, and the absence of any injunctions or other legal restraints.
The Agreement provides certain termination rights for the parties, and further provides that upon termination of the Agreement under certain circumstances, Affinity will be obligated to pay Fidelity a termination fee of $5.5 million.
The foregoing summary of the Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Agreement, a copy of which is attached as Exhibit 2.1 to this Current Report and the terms of which are incorporated herein by reference. The representations, warranties and covenants of each party set forth in the Agreement have been made only for purposes of, and were and are solely for the benefit of the parties to, the Agreement, and may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the parties that differ from those applicable to investors. Accordingly, the representations and warranties may not describe the actual state of affairs of Affinity at the date they were made or at any other time, and investors should not rely on them as statements of fact. In addition, such representations and warranties (1) will not survive consummation of the Mergers, unless otherwise specified therein, and (2) were made only as of the date of the Agreement or such other date as is specified in the Agreement. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Agreement, which subsequent information may or may not be fully reflected in any public disclosure. Accordingly, the Agreement is included with this filing only to provide investors with information regarding the terms of the Agreement, and not to provide investors with other factual information regarding Affinity or Fidelity, their respective affiliates or their respective businesses.
Support Agreements
In connection with the execution of the Merger Agreement, the Company’s directors, solely in their capacity as stockholders of the Company, have each entered into a support agreement with Fidelity BancShares, pursuant to which each individual has agreed, among other things, to vote his or shares of Company common stock in favor of the approval of the Merger Agreement and the Mergers at a meeting of the Company’s stockholders to be held for such purpose.
The foregoing description of the Support Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Support Agreement, which is attached as Exhibit 99.1 to this Current Report and is incorporated into this Item 1.01 by reference.
Additional Information About the Transaction
In connection with the proposed transactions, the Company will distribute a proxy statement to its stockholders in connection with a special meeting of stockholders to be called and held for the purposes of voting on the approval of the Agreement, the Mergers and related matters.
BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS REGARDING THE PROPOSED TRANSACTION, THE COMPANY’S STOCKHOLDERS AND INVESTORS ARE URGED TO READ THE PROXY STATEMENT AND ITS EXHIBITS BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, AFFINITY BANK, AND THE PROPOSED TRANSACTIONS.
Copies of the proxy statement will be mailed to all stockholders prior to the special meeting. The Company’s stockholders will be able to obtain a free copy of the proxy statement, as well as other filings containing information about the Company, at the Securities and Exchange Commission’s Internet site (www.sec.gov). The Company’s stockholders will also be able to obtain these documents, free of charge, from Affinity at https://affinitybankshares.q4ir.com/CorporateProfile/default.aspx.
Affinity and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of the Company in connection with the special meeting of stockholders. Information about the directors and executive officers of Affinity appears in the Company’s definitive proxy statement dated April 17, 2025, for its 2025 annual meeting of stockholders, as filed with the SEC on Schedule 14A. Additional information regarding the interests of these participants and other persons who may be deemed participants in the proxy solicitation may be obtained by reading the proxy statement for the special meeting of stockholders when it becomes available.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
Each of Edward J. Cooney, President and Chief Executive Officer, Clark Nelson, Executive Vice President and Chief Credit Officer, and Elizabeth Galazka, Executive Vice President, Professional Markets (collectively, the “Executives”), have entered into a Settlement and Restrictive Covenant Agreement (collectively, the “Settlement Agreements”) with the Company and Affinity Bank. Under the Settlement Agreements, the cash payments to be received in connection with the termination of the Executives’ respective employment agreements are as follows: $1,649,250 to Mr. Cooney; $1,201,073 to Mr. Nelson; and $707,905 to Ms. Galazka. The Executives have agreed to certain restrictive covenants and not to solicit employees, customers or prospective customers, in each case, for 24 months following their respective terminations of employment from Affinity or Fidelity. Further, each of Mr. Cooney and Ms. Galazka will be subject to non-competition provisions for a period of 24 months following their respective terminations of employment from Affinity or Fidelity, unless they are terminated without cause within one year of the effective date of the Mergers, or they voluntarily terminate employment within one year of the effective date of the Mergers following a material reduction in their base salary. Payment of the foregoing amounts pursuant to the Settlement Agreements will be made the day before the effective date of the Mergers, and is subject to repayment if the executive does not timely execute and deliver, or revokes, a mutual release of claims and covenant not to sue following the effective date of the Mergers. In addition, under the Settlement Agreements, the executives must adhere to certain confidentiality and mutual non-disparagement provisions. The foregoing summary of the Settlement Agreements is not complete and is qualified in its entirety by reference to the full text of the Settlement Agreements, which are attached as Exhibits 10.1, 10.2 and 10.3 to this Current Report on Form 8-K and are incorporated herein by reference in their entirety.
| Item 8.01 | Other Events |
On March 30, 2026, Affinity and Fidelity issued a joint press release announcing the execution of the Agreement. A copy of the press release is filed as Exhibit 99.2 hereto and is incorporated herein by reference.
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 obtain necessary regulatory approvals (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company); failure to obtain stockholder approval or to satisfy any of the other 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 |
| (a) | Exhibits. |
| Exhibit |
Exhibit | |
| 2.1 | Agreement and Plan of Merger by and among Affinity Bancshares, Inc., Affinity Bank, National Association, Fidelity BancShares (N.C.), Inc., The Fidelity Bank and TFB Merger Subsidiary, Inc., dated as of March 30, 2026* | |
| 10.1 | Settlement and Restrictive Covenant Agreement dated March 30, 2026 by and among Edward J. Cooney, Affinity Bank, National Association, and Affinity Bancshares, Inc. | |
| 10.2 | Settlement and Restrictive Covenant Agreement dated March 30, 2026 by and among Clark Nelson, Affinity Bank, National Association, and Affinity Bancshares, Inc. | |
| 10.3 | Settlement and Restrictive Covenant Agreement dated March 30, 2026 by and among Elizabeth Galazka, Affinity Bank, National Association, and Affinity Bancshares, Inc. | |
| 99.1 | Form of Support Agreement | |
| 99.2 | Press Release dated March 30, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
| * | Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. |
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: March 31, 2026 | By: | /s/ Brandi Pajot | ||||
| Brandi Pajot | ||||||
| Senior Vice President and Chief Financial Officer | ||||||
Exhibit 99.1
SUPPORT AGREEMENT
THIS SUPPORT AGREEMENT (this “Agreement”) is made as of this 30th day of March, 2026, by and among the undersigned stockholder (the “Stockholder”) of Affinity Bancshares, INC., a Maryland corporation (“Affinity”), solely in Stockholder’s capacity as a stockholder of Affinity, Fidelity BancShares (N.C.), Inc. , a Delaware corporation (“BancShares”), and The Fidelity Bank, a North Carolina banking corporation (“Fidelity”). All capitalized terms used in this Agreement that are not otherwise defined herein shall have the meanings assigned to them in the “Merger Agreement” as defined below.
WHEREAS, BancShares, Fidelity and Affinity have entered into an Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), pursuant to which Affinity and its wholly-owned subsidiary, Affinity Bank, National Association (“Bank”), will be acquired by Fidelity and all of the outstanding shares of Affinity Common Stock will be exchanged for and converted into the right to receive cash from Fidelity in accordance with the terms of the Merger Agreement; and
WHEREAS, Stockholder owns, beneficially or of record, and has the sole or shared power to vote or to direct the voting of, the number of shares of Affinity Common Stock listed next to his or her name on the signature page to this Agreement and, in connection with the transactions described in the Merger Agreement (the “Merger”), he or she will receive cash for those shares in the manner provided in the Merger Agreement; and
WHEREAS, because of the substantial expense that BancShares and Fidelity will incur in connection with the Merger, before executing the Merger Agreement BancShares and Fidelity desire to be assured of Stockholder’s support for the Merger in his or her capacity as a stockholder of Affinity; and
WHEREAS, Stockholder desires that BancShares and Fidelity enter into the Merger Agreement, and BancShares and Fidelity are willing to do so on the condition, among others, that each of Affinity’s directors and certain of its officers and stockholders, including Stockholder, concurrently agree to vote or direct the voting of the Covered Shares (as defined below) for approval of the Merger Agreement and to the other covenants contained herein.
NOW, THEREFORE, as an inducement to BancShares and Fidelity to execute and deliver the Merger Agreement, and in consideration of the Merger Agreement and the cash consideration to be received by Stockholder for his or her Covered Shares (as defined below) and the premises and other good and valuable consideration, and intending to be legally bound hereby, Stockholder agrees as described below.
1. Representations and Warranties of Stockholder. Stockholder represents and warrants to BancShares and Fidelity that (a) he, she, or it is the record and/or beneficial owner, and possesses the sole or shared power to vote or direct the voting, of all of the shares of Affinity Common Stock listed below Stockholder’s name on the signature page hereto, (b) Stockholder has full right, power, and authority to enter into, deliver and perform this Agreement, (c) Stockholder has not granted any proxy or voting rights to any other person with respect to any of the shares listed on Exhibit A, and (d) this Agreement has been duly executed and delivered by Stockholder, constitutes his, her, or its legal, valid and binding obligation, and is enforceable against Stockholder in accordance with its terms.
2. Agreement to Vote. The signature page to this Agreement lists all shares of Affinity Common Stock as to which Stockholder has sole power to vote or to direct the voting (“Sole Voting Shares”), and all shares of Affinity Common Stock as to which Stockholder has shared power to vote or to direct the voting (“Shared Voting Shares”), in each case excluding shares of Affinity Common Stock also listed on the signature page hereto which are held by each Stockholder, or with respect to which Stockholder has sole or shared voting power, solely as a trustee, guardian, custodian, executor, or otherwise in a fiduciary capacity for persons
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other than himself or herself (“Fiduciary Shares”). The Sole Voting Shares and Shared Voting Shares listed for Stockholder are sometimes referred to in this Agreement as that Stockholder’s “Covered Shares.”
At any meeting of Affinity’s stockholders, including any adjournment or postponement thereof, at which the Merger Agreement or any amendment thereto is submitted for approval (the “Affinity Stockholder Meeting”), Stockholder agrees (a) to cause his, her or its Sole Voting Shares to be represented at the meeting, either in person or by proxy, and to vote his, her or its Sole Voting Shares, or cause or direct those shares to be voted, for approval of the Merger Agreement or amendment, and (b) to the full extent of his, her, or its power, authority, and ability, to cause his, her, or its Shared Voting Shares to be represented at the meeting, either in person or by proxy, and to vote his, her or its Shared Voting Shares, or cause or direct those shares to be voted, for approval of the Merger Agreement or amendment. This Agreement shall not apply to, and Stockholder shall not be obligated to vote, any of his, her or its Fiduciary Shares.
3. Additional Shares. Notwithstanding anything to the contrary contained herein, this Agreement shall apply to, and Stockholder’s Covered Shares shall include, all shares of Affinity Common Stock with respect to which that Stockholder acquires the sole or shared power to vote or to direct the voting during the term of this Agreement other than in a fiduciary capacity as described above.
4. Other Covenants of Stockholder
(a) Restrictions on Transfer. Until the earlier of the day following the date of final adjournment of the Affinity Stockholders’ Meeting, or the termination of the Merger Agreement in accordance with its terms, Stockholder agrees that Stockholder will not sell, transfer, or otherwise dispose of, or encumber, pledge, hypothecate, grant a security interest in, any of his, her or its Covered Shares, and that Stockholder will not enter into any agreement, arrangement, or understanding (other than an appointment of proxy solicited by Affinity for the purpose of voting the Covered Shares in accordance with Section 2 hereof) which would during that term restrict, establish a right of first refusal to, or otherwise relate to, the transfer or voting of any of Stockholder’s Covered Shares. Notwithstanding the foregoing, this Agreement shall not prohibit or restrict: (i) transfers by will or operation of law; (ii) transfers pursuant to any pledge agreement, subject to the pledgee agreeing in writing to be bound by the terms of this Agreement; (iii) transfers in connection with estate or tax planning or similar purposes, including transfers to relatives, trusts, foundations and charitable organizations, subject to the transferee first agreeing in writing to be bound by the terms of this Agreement; (iv) transfers to one or more other stockholders of Affinity who are parties to or bound by a support agreement with BancShares and Fidelity comparable to this Agreement; and (v) such other transfer to which BancShares and Fidelity consent in writing in its sole discretion.
(b) Other Acquisition Proposals. Until the earlier of the day following the date of final adjournment of the Affinity Stockholders’ Meeting, or the termination of the Merger Agreement in accordance with its terms, and to the extent of his or her power and authority, Stockholder agrees that he, she or it will not, directly or indirectly: (i) vote or direct or cause to be voted any Covered Shares in favor of, and will vote, direct or cause all Covered Shares to be voted against, any Acquisition Agreement (as that term is defined in Section 5.02(l) of the Merger Agreement), other than the Merger Agreement; or (ii) tender or permit the tender of the Covered Shares into any tender or exchange offer, (iii) solicit, or authorize, direct, induce, or encourage any other person, including but not limited to any holder of Affinity Common Stock, or any officer, employee or director of Affinity, to solicit, from any third party any inquiries or proposals relating to the disposition of Affinity’s or Bank’s business or assets or the business or assets of Affinity or Bank, or the acquisition of Affinity Common Stock, or the merger of Affinity or Bank with any person other than Fidelity, or (iv) except as provided in Section 5.02(l) of the Merger Agreement, provide any such person with information or assistance or negotiate or conduct any discussions with any such person in furtherance of such inquiries or to obtain a proposal.
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(c) Cooperation. In addition to the specific matters provided for elsewhere herein, Stockholder agrees to take all action reasonably requested by Fidelity to support and to facilitate consummation of the Merger and the other transactions described in or contemplated by the Merger Agreement.
(d) Certain Events. Stockholder agrees that this Agreement and the obligations hereunder shall attach to the Covered Shares and shall be binding upon any person or entity to which legal or beneficial ownership of such Covered Shares shall pass, whether by operation of law or otherwise, including Stockholder’s successors or assigns. In the event of any stock split, stock dividend, merger, exchange, reorganization, recapitalization or other change in the capital structure of Affinity affecting the Covered Shares, the number of Covered Shares subject to the terms of this Agreement shall be appropriately adjusted, and this Agreement and the obligations hereunder shall attach to any additional shares issued to or acquired by any Stockholder.
5. Capacity Only as a Stockholder. This Agreement relates solely to Stockholder in Stockholder’s individual capacity as a stockholder or beneficial owner of the Covered Shares and is not in any way intended to affect or prevent the exercise by Stockholder of Stockholder’s responsibilities as a director or officer of Affinity. For purposes of clarification, nothing in this Agreement shall prevent, limit or affect any acts or omissions taken by Stockholder or its representatives as a member of the Board of Directors of Affinity or Bank in the course of discharging his or her fiduciary duties to Affinity or Bank in his or her capacity as director, and no such actions or omissions shall be deemed a breach of this Agreement. As of the date of this Agreement, to the extent that Stockholder also serves as a director, Stockholder represents to Fidelity that he or she (a) intends to recommend approval of the Merger Agreement to the stockholders of Affinity and (b) is not aware of any facts or circumstances existing as of the date of this Agreement that could cause or reasonably be expected to cause the directors of Affinity or Bank to change such recommendation.
6. Specific Performance. Stockholder agrees that irreparable damage could occur in the event that any of the provisions of this Agreement were not performed by Stockholder in accordance with their specific terms or were otherwise breached. BancShares and Fidelity shall be entitled to an injunction or injunctions to prevent breaches of this Agreement by any Stockholder and to enforce specifically the terms and provisions hereof, this being in addition to any other remedy to which Fidelity is entitled at law or in equity. Stockholder waives the posting of any bond or security in connection with any proceeding related thereto.
7. Termination. This Agreement shall terminate upon the earlier to occur of: (a) consummation of the Merger, (b) termination of the Merger Agreement by any of the parties thereto, provided that such termination of the Merger Agreement is not in violation of any provision of the Merger Agreement, or, (c) the third anniversary of the date of this Agreement. Upon any such termination, this Agreement shall have no further force or effect and there shall be no further obligation on the part of the Stockholders, provided, that nothing in this Section 7 shall relieve any Stockholder from any liability for breach of this Agreement before such termination.
8. Governing Law. This Agreement shall be governed in all respects by the law of the State of North Carolina, without regard to the conflict of laws principles thereof.
9. Assignment; Successors. The provisions of this Agreement shall be binding upon and, shall inure to the benefit of, and shall be enforceable by, the parties hereto and their respective successors, assigns, heirs and personal representatives; provided, that no Stockholder may transfer or assign any of his or her rights or obligations hereunder without the prior written consent of Fidelity.
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10. Scope of Agreement. The parties hereto acknowledge and agree that this Agreement shall not confer upon BancShares or Fidelity any right or ability to acquire the shares of Affinity Common Stock other than in connection with the Merger.
11. Severability. Any invalidity, illegality or unenforceability of any provision of this Agreement in any jurisdiction shall not invalidate or render illegal or unenforceable the remaining provisions hereof in such jurisdiction and shall not invalidate or render illegal or unenforceable such provision in any other jurisdiction.
12. Amendment, Waiver. This Agreement may not be modified, amended, altered, or supplemented except by an instrument in writing signed on behalf of each of the parties hereto to be bound thereby, which instrument expressly states its intention to amend this Agreement. No provision of this Agreement may be waived, except by an instrument in writing, executed by the waiving party, expressly indicating an intention to effect a waiver. No failure or delay by any party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.
13. Counterparts; Electronic Signatures. This Agreement may be executed in two or more counterparts, and by different parties in separate counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. This Agreement, and any amendments or waivers hereto, to the extent signed and delivered by means of a facsimile machine or by e-mail delivery of a “.pdf” format data file, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person.
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IN WITNESS WHEREOF, BancShares, Fidelity, and the undersigned Stockholder of Affinity each has executed or caused this Agreement to be duly executed and delivered as of the day and year first above written.
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IN WITNESS WHEREOF, BancShares, Fidelity and the undersigned Stockholder of Affinity each has executed or caused this Agreement to be duly executed and delivered as of the day and year first above written.
| Fidelity BancShares (N.C.), Inc. | ||
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| The Fidelity Bank | ||
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Exhibit 99.2
FIDELITY BANCSHARES (N.C.), INC. AND FIDELITY BANK ANNOUNCE EXECUTION OF DEFINITIVE MERGER AGREEMENT TO ACQUIRE AFFINITY BANCSHARES, INC. AND AFFINITY BANK
FUQUAY-VARINA, NC. and COVINGTON, GA (March 30, 2026) – Fidelity BancShares (N.C.), Inc. (“Fidelity”), the holding company for The Fidelity Bank (“Fidelity Bank”), and Affinity Bancshares, Inc. (NASDAQ: AFBI) (“Affinity”), the holding company for Affinity Bank, today jointly announced the signing of a definitive merger agreement in which Fidelity Bank has agreed to acquire 100% of the common stock of Affinity in an all-cash transaction (the “Merger”) valued at approximately $142.8 million. The transaction marks Fidelity’s entry into Georgia.
“We are incredibly excited to welcome Affinity Bank’s customers and employees into the Fidelity Bank family and to expand our presence into Georgia,” said Mary Willis, President & CEO of Fidelity Bank. “This partnership brings together two community-focused organizations that share a strong commitment to relationship-driven banking and putting people first. We look forward to building on Affinity Bank’s strong local reputation while continuing to serve customers and communities with the same personal attention and care they know and trust.”
Affinity President and Chief Executive Officer, Ed Cooney, added, “Fidelity Bank and Affinity Bank share tremendous cultures built over many years of service to our respective customers, employees and communities. Our partnership will enhance Affinity Bank’s capabilities and suite of services which will benefit customers as we continue to expand our Georgia presence.”
Under the terms of the agreement, each Affinity shareholder will receive $23.00 per share in cash, subject to adjustment based on Affinity’s adjusted stockholders’ equity at closing. In addition, Affinity stock options will be cashed out based on the in-the-money value of the options. The combined organization will have approximately $5.5 billion in total assets, $4.6 billion in total deposits, and $3.6 billion in loans.
Following the close of the transaction, Fidelity will operate two branches in Georgia in addition to its 52 North Carolina branches, two South Carolina branches and one Virginia branch.
The boards of directors of both Fidelity and Affinity have unanimously approved the transaction, which is expected to close in the third quarter of 2026, subject to regulatory approvals, Affinity stockholder approval, and other customary closing conditions.
Advisors
Raymond James & Associates, Inc. served as financial advisor and Ward and Smith, P.A. served as legal counsel to Fidelity. Performance Trust Capital Partners, LLC served as financial advisor to Affinity and Luse Gorman, PC served as its legal advisor.
About Fidelity Bank
Fidelity Bank is the banking subsidiary of Fidelity BancShares (N.C.), Inc., a Delaware corporation. Founded in Fuquay-Varina, NC in 1909, Fidelity Bank serves its customers through branch locations in North Carolina, South Carolina, Virginia. Fidelity Bank offers a range of banking solutions for personal and business customers. In addition to traditional banking services, Fidelity Bank provides specialized solutions that include mortgage lending, government guaranteed lending, and wealth management. For more information, please visit www.fidelitybanknc.com. You can also follow Fidelity Bank on social media.
About Affinity Bancshares, Inc.
Affinity Bancshares, Inc. is a Maryland corporation, based in Covington, Georgia, with approximately $882 million in assets. Its bank subsidiary, Affinity Bank, formerly known as Newton Federal Bank, was founded in 1928 and is a leader in the business community specializing in developing industry specific solutions to support niche / select businesses, such as: commercial real estate, construction, dental and medical practices, and indirect auto lending. Affinity Bank serves its customers with two branches – one in the city of Covington and one located on Galleria Parkway in Atlanta. For more information, please visit www.myaffinitybank.com and www.newtonfederal.com.
Forward-Looking Statements
This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act. Forward-looking statements include statements regarding the proposed merger, its 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 obtain necessary regulatory approvals (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company); failure to obtain stockholder approval or to satisfy any of the other conditions of the transaction on a timely basis or at all or other delays in completing the merger; 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 merger agreement; difficulties in achieving cost savings from the merger 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, included 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 Commission and available in the “Investors Relations” section of Affinity’s website, https://affinitybankshares.q4ir.com.
Additional Information About the Merger and Where to Find It
In connection with the proposed Merger, Affinity will distribute a proxy statement to its stockholders in connection with a special meeting of stockholders to be called and held for the purposes of voting on the approval of the Merger and related matters.
BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS REGARDING THE PROPOSED MERGER, AFFINITY’S STOCKHOLDERS AND INVESTORS ARE URGED TO READ THE PROXY STATEMENT AND ITS EXHIBITS BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT AFFINITY AND THE PROPOSED MERGER.
Copies of the proxy statement will be mailed to all stockholders prior to the special meeting. Affinity stockholders will be able to obtain a free copy of the proxy statement, as well as other filings containing information about Affinity, at the Securities and Exchange Commission’s Internet site (www.sec.gov). Affinity stockholders will also be able to obtain these documents, free of charge, from Affinity at https://affinitybankshares.q4ir.com/CorporateProfile/default.aspx.
Participants in the Transaction
Affinity and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Affinity in connection with the special meeting of stockholders. Information about the directors and executive officers of Affinity appears in its proxy statement dated April 17, 2025, for Affinity’s 2025 annual meeting of shareholders as filed with the SEC on Schedule 14A. Additional information regarding the interests of these participants and other persons who may be deemed participants in the proxy solicitation may be obtained by reading the proxy statement for the special meeting of stockholders when it becomes available.
Contacts:
Fidelity Bank
Mary W. Willis
Chairman, President & CEO
919-552-2242
Affinity Bancshares, Inc. and Affinity Bank
Edward J. Cooney
Chief Executive Officer
678-742-9990