Affinity Bancshares (AFBI) insider shares cashed out at $23 in merger

Rhea-AI Filing Summary

Kenneth R. Lehman, a ten percent owner of Affinity Bancshares, Inc., reported disposing of 772,006 directly held common shares and 45,316 shares held through his spouse’s IRA on August 1, 2026. The dispositions occurred under a merger in which each share was converted into the right to receive $23.00 in cash, leaving him with no reported AFBI shares.

Insider Trade Summary

Net Seller: 817,322 shares

Net Sell 2 txns

Insider LEHMAN KENNETH R

Role 10% Owner

Type	Security	Shares	Price	Value
Disposition	Common Stock F1	772,006	--	--
Disposition	Common Stock F1	45,316	--	--

Holdings After Transaction: Common Stock — 0 shares (Direct); Common Stock — 0 shares (Indirect, By Spouse's IRA)

Footnotes (1)

1. F1. Pursuant to the Agreement and Plan of Merger, dated March 30, 2026, by and among the Issuer, Affinity Bank, National Association, Fidelity BancShares (N.C.), Inc., The Fidelity Bank, and TFB Merger Subsidiary, Inc. (the "Merger Agreement"), each issued and outstanding share of Issuer common stock was converted into the right to receive $23.00 cash consideration.

Key Figures

Direct shares disposed: 772,006 shares Indirect shares disposed: 45,316 shares Merger cash consideration: $23.00 per share +3 more

6 metrics

Direct shares disposed 772,006 shares Common stock disposed to issuer on August 1, 2026, directly held by Kenneth R. Lehman

Indirect shares disposed 45,316 shares Common stock disposed to issuer on August 1, 2026, held via spouse’s IRA

Merger cash consideration $23.00 per share Each issued and outstanding share of Affinity Bancshares common stock converted into this cash right

Direct holdings after transaction 0.0000 shares Direct AFBI common stock reported following the August 1, 2026 disposition

Indirect holdings after transaction 0.0000 shares Indirect AFBI common stock reported following the August 1, 2026 disposition

Merger agreement date March 30, 2026 Date of Agreement and Plan of Merger governing the $23.00 per share cash-out

Key Terms

Agreement and Plan of Merger, cash consideration, Disposition to issuer, ten percent owner

4 terms

Agreement and Plan of Merger regulatory

"Pursuant to the Agreement and Plan of Merger, dated March 30, 2026, by and among the Issuer"

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.

cash consideration financial

"each issued and outstanding share of Issuer common stock was converted into the right to receive $23.00 cash consideration"

Cash consideration is the actual money paid to buy a company, asset, or stake rather than payment in shares or other forms. For investors it matters because cash payments deliver immediate, certain value and affect the buyer’s and seller’s cash reserves and balance sheets—like selling a car for cash versus taking a trade-in, one side gets instant spending power while the other changes its liquidity and risk profile.

Disposition to issuer regulatory

"transaction_code_description": "Disposition to issuer""

ten percent owner regulatory

"LEHMAN KENNETH R is marked as a ten percent owner of the issuer"

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

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/06/2026 - 12:48 PM Accepted by SEC EDGAR 08/06/2026 - 12:48 PM Learn about SEC filing dates

FAQ

What did Kenneth R. Lehman report in his Form 4 regarding Affinity Bancshares (AFBI)?

Kenneth R. Lehman reported dispositions of AFBI common stock on August 1, 2026. He transferred 772,006 directly held shares and 45,316 indirectly held shares to the issuer in connection with a merger and no longer reported any AFBI shares afterward.

How many Affinity Bancshares (AFBI) shares did Kenneth R. Lehman dispose of directly and indirectly?

Lehman disposed of 772,006 AFBI common shares held directly and 45,316 shares held indirectly through his spouse’s IRA. Both transactions were coded as dispositions to the issuer and left him with zero reported shares in each category.

What cash consideration per share was received in the Affinity Bancshares (AFBI) merger?

Each issued and outstanding share of AFBI common stock was converted into the right to receive $23.00 in cash. This cash consideration applied to all shares covered by the merger agreement dated March 30, 2026, including those reported by Lehman.

Did Kenneth R. Lehman retain any Affinity Bancshares (AFBI) shares after the reported Form 4 transactions?

No. After the August 1, 2026 dispositions, Lehman reported 0.0000 AFBI shares held directly and 0.0000 shares held indirectly. The merger-related conversion of his holdings into cash consideration eliminated his reported ownership position.

Were Kenneth R. Lehman’s Affinity Bancshares (AFBI) transactions under a Rule 10b5-1 trading plan?

The Form 4 indicates the Rule 10b5-1 checkbox was not affirmatively marked, and the footnote instead ties the transactions to a merger agreement. The reported dispositions reflect mandatory merger consideration rather than a pre-arranged trading plan.

What agreement governed the Affinity Bancshares (AFBI) cash-out reported in Lehman’s Form 4?

The cash-out was governed by an Agreement and Plan of Merger dated March 30, 2026, among Affinity Bancshares, Affinity Bank, Fidelity BancShares (N.C.), The Fidelity Bank, and TFB Merger Subsidiary, Inc., which converted each share into $23.00 cash.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

LEHMAN KENNETH R

(Last) (First) (Middle)

122 N GORDON ROAD

(Street)

FORT LAUDERDALE FLORIDA 33301

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Affinity Bancshares, Inc. [ AFBI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/01/2026		D		772,006	D	(1)	0	D
Common Stock	08/01/2026		D		45,316	D	(1)	0	I	By Spouse's IRA

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger, dated March 30, 2026, by and among the Issuer, Affinity Bank, National Association, Fidelity BancShares (N.C.), Inc., The Fidelity Bank, and TFB Merger Subsidiary, Inc. (the "Merger Agreement"), each issued and outstanding share of Issuer common stock was converted into the right to receive $23.00 cash consideration.

	/s/ Kenneth R. Lehman	08/06/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)