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Affinity Bancshares (AFBI) director to receive $23 per share in merger

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Affinity Bancshares, Inc. director Mark J. Ross reported issuer dispositions in connection with a merger. On August 1, 2026, 15,910 shares of common stock were converted into the right to receive $23.00 in cash per share. Stock options covering 5,000, 10,500 and 16,747 underlying shares were converted into the right to receive $23.00 in cash per option, less each option’s exercise price.

Positive

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Negative

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Insider Ross Mark J
Role Director
Type Security Shares Price Value
Disposition Stock Options F2 -- -- --
Disposition Stock Options F2 -- -- --
Disposition Stock Options F2 -- -- --
Disposition Common Stock F1 15,910 -- --
Holdings After Transaction: Stock Options — 0 shares (Direct); Common Stock — 0 shares (Direct)
Footnotes (2)
  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.
  2. F2. Pursuant to the Merger Agreement, each stock option was converted into the right to receive $23.00 cash consideration less the exercise price of such option.
Common shares converted 15,910 shares Shares of common stock converted to the right to receive $23.00 in cash per share on August 1, 2026
Per-share cash consideration $23.00 Cash consideration for each share of issued and outstanding common stock under the Merger Agreement
Options underlying shares (grant 1) 5,000 shares Stock options with a $14.4900 exercise price, expiring November 16, 2033
Options underlying shares (grant 2) 10,500 shares Stock options with a $14.8700 exercise price, expiring May 24, 2032
Options underlying shares (grant 3) 16,747 shares Stock options with a $11.1400 exercise price, expiring April 23, 2029
Agreement and Plan of Merger regulatory
"Pursuant to the Agreement and Plan of Merger, dated March 30, 2026"
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.
exercise price financial
"each stock option was converted into the right to receive $23.00 cash consideration less the exercise price of such option"
The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.
expiration date financial
"stock options with an expiration date of 2033-11-16, 2032-05-24, and 2029-04-23"
The expiration date is the deadline after which a financial contract, such as an option or a futures agreement, is no longer valid or can be exercised. It matters to investors because it determines the timeframe during which they can take action or benefit from the contract, similar to how a coupon or a food item has a limited period of usefulness. Once the expiration date passes, the contract loses its value or ability to be used.

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

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FAQ

What did Affinity Bancshares (AFBI) director Mark J. Ross disclose in this Form 4?

Mark J. Ross disclosed issuer dispositions tied to a merger. His 15,910 common shares and several stock option grants were converted into rights to receive cash consideration based on a $23.00 per-share merger price.

How many Affinity Bancshares (AFBI) common shares were affected for Mark J. Ross?

The filing shows that 15,910 shares of Affinity Bancshares common stock were converted. Each share became the right to receive $23.00 in cash under the merger terms, and Ross’s reported direct common stock holdings after the transaction were 0 shares.

What merger consideration applies to Affinity Bancshares (AFBI) shares in this report?

Under the Merger Agreement, each issued and outstanding share of Affinity Bancshares common stock was converted into the right to receive $23.00 in cash. Ross’s 15,910 reported shares were subject to this same $23.00 per-share cash consideration.

How were Mark J. Ross’s Affinity Bancshares (AFBI) stock options treated in the merger?

Ross’s stock options, covering 5,000, 10,500 and 16,747 underlying shares, were converted into the right to receive $23.00 in cash per option, less each option’s exercise price as specified in the Merger Agreement footnote.

Does Mark J. Ross still directly hold Affinity Bancshares (AFBI) common stock after this transaction?

For the reported line of common stock, post-transaction direct ownership is listed as 0.0000 shares. That reflects his 15,910 shares being converted into the right to receive $23.00 in cash per share in connection with the merger.
SEC Form 4
FORM 4UNITED 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*
Ross Mark J

(Last)(First)(Middle)
3175 HIGHWAY 278

(Street)
COVINGTON GEORGIA 30014

(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)
XDirector10% 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)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock08/01/2026D15,910D(1)0D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Options$14.4908/01/2026D$5,00011/16/202411/16/2033Common Stock5,000(2)0D
Stock Options$14.8708/01/2026D$10,50005/24/202305/24/2032Common Stock10,500(2)0D
Stock Options$11.1408/01/2026D$16,74704/23/202004/23/2029Common Stock16,747(2)0D
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.
2. Pursuant to the Merger Agreement, each stock option was converted into the right to receive $23.00 cash consideration less the exercise price of such option.
/s/ Ned A. Quint, pursuant to power of attorney08/06/2026
** Signature of Reporting PersonDate
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)