STOCK TITAN

Affinity Bancshares, Inc. (AFBI) director equity fully cashed out in merger

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Affinity Bancshares, Inc. reports that director Robin S. Reich disposed of equity holdings in connection with completion of a merger under an Agreement and Plan of Merger dated March 30, 2026.

Each issued and outstanding share of common stock, including Reich’s 24,494 directly held shares, was converted into the right to receive $23.00 in cash consideration. Reich’s reported common stock position after the transaction is 0 shares.

Stock options covering 5,000, 10,500, and 9,068 shares of common stock, with exercise prices of $14.49, $14.87, and $7.77 per share, respectively, were also disposed of and converted into rights to receive $23.00 per underlying share minus the applicable exercise price.

Positive

  • None.

Negative

  • None.
Insider Reich Robin S
Role Director
Type Security Shares Price Value
Disposition Stock Options F2 -- -- --
Disposition Stock Options F2 -- -- --
Disposition Stock Options F2 -- -- --
Disposition Common Stock F1 24,494 -- --
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.
Cash consideration per common share $23.00 Each issued and outstanding share of common stock converted into right to receive $23.00 cash
Common shares disposed 24,494 shares Directly held Affinity Bancshares common stock converted to cash rights in merger
Post-transaction common stock holdings 0 shares Reich’s reported direct ownership of common stock after merger-related disposition
Option underlying shares tranche 1 5,000 shares Stock options with $14.49 exercise price converted to $23.00 minus exercise price cash right
Option underlying shares tranche 2 10,500 shares Stock options with $14.87 exercise price converted to $23.00 minus exercise price cash right
Option underlying shares tranche 3 9,068 shares Stock options with $7.77 exercise price converted to $23.00 minus exercise price cash right
Stock option exercise prices $14.49, $14.87, $7.77 Exercise prices for the three option grants converted into cash-settled rights
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.
stock option financial
"each stock option was converted into the right to receive $23.00 cash consideration less the exercise price"
A stock option is a contract that gives you the right to buy or sell a company's stock at a specific price within a certain time frame. People use them to potentially make money if the stock's price moves favorably or to protect against losses. It's like holding a coupon that can be used to buy or sell stock at a set price later on.
underlying security financial
"underlying security title: Common Stock and underlying security shares reported"
disposition to issuer regulatory
"transaction code description: Disposition to issuer"

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

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FAQ

What insider transaction did Robin S. Reich report for AFBI?

Robin S. Reich reported disposing of 24,494 directly held shares of Affinity Bancshares common stock, which were converted into the right to receive $23.00 per share in cash under a merger agreement, leaving a reported post-transaction holding of 0 shares.

What cash consideration per share did AFBI stockholders receive in the merger?

Each issued and outstanding share of Affinity Bancshares common stock was converted into the right to receive $23.00 in cash. This consideration applied to Reich’s 24,494 directly held shares and to other stockholders’ shares pursuant to the merger agreement.

How were Robin S. Reich’s AFBI stock options treated in the merger?

Reich’s stock options were converted into rights to receive cash equal to $23.00 per underlying share minus the option’s exercise price, covering option grants over 5,000, 10,500, and 9,068 shares with exercise prices of $14.49, $14.87, and $7.77, respectively.

Does Robin S. Reich report any remaining direct AFBI common stock ownership?

Following the merger-related disposition, Reich’s reported direct ownership of Affinity Bancshares common stock is 0 shares. Her previously held 24,494 shares were all converted into the right to receive $23.00 per share in cash consideration under the merger agreement.

Was the AFBI Form 4 transaction under a Rule 10b5-1 trading plan?

The filing’s Rule 10b5-1 checkbox is not marked as affirming a trading plan, and the footnotes describe the transactions as occurring pursuant to a merger agreement that converted shares and options into cash rights at $23.00 per share.
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*
Reich Robin S

(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 Stock08/01/2026D24,494D(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$7.7708/01/2026D$9,06804/30/202104/30/2030Common Stock9,068(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)