Affinity Bancshares (AFBI) Proxy filing summary

Executive summary

• Fidelity BancShares (N.C.), Inc. and The Fidelity Bank will acquire Affinity Bancshares, Inc. and Affinity Bank in an all-cash transaction valued at approximately $142.8 million, with each Affinity shareholder receiving $23.00 per share, subject to equity adjustments at closing.

• The merger is expected to close in the third quarter of 2026, pending regulatory and shareholder approvals, and will expand Fidelity's presence into Georgia.

• The combined entity will have approximately $5.5 billion in assets, $4.6 billion in deposits, and $3.6 billion in loans, operating branches in Georgia, North Carolina, South Carolina, and Virginia.

• Both boards of directors have unanimously approved the transaction.

Voting matters and shareholder proposals

• Affinity will call a special meeting for shareholders to vote on the merger agreement and related matters, with proxy materials distributed in advance.

• Directors and executive officers have entered into support agreements to vote their shares in favor of the merger.

• The merger is contingent on shareholder approval and regulatory clearance.

Board of directors and corporate governance

• The merger agreement was unanimously approved by the boards of both organizations.

• Following the merger, current officers and directors of Affinity will cease their roles, and Fidelity will appoint new officers and directors.