Affinity Bancshares (AFBI) Proxy filing summary

Executive summary

• Fidelity BancShares (N.C.), Inc. and Affinity Bancshares, Inc. have entered into a definitive merger agreement for Fidelity Bank to acquire 100% of Affinity's common stock in an all-cash transaction valued at approximately $142.8 million.

• The merger will expand Fidelity's presence into Georgia, adding two branches to its existing network across North Carolina, South Carolina, and Virginia.

• The combined organization will have about $5.5 billion in total assets, $4.6 billion in deposits, and $3.6 billion in loans.

• The transaction is expected to close in the third quarter of 2026, pending regulatory and stockholder approvals.

• Both companies emphasize shared values and a commitment to community-focused, relationship-driven banking.

Voting matters and shareholder proposals

• Affinity stockholders will vote on the approval of the merger and related matters at a special meeting.

• Each Affinity shareholder will receive $23.00 per share in cash, subject to adjustment based on adjusted stockholders' equity at closing.

• Stock options will be cashed out based on their in-the-money value.

• Proxy materials will be distributed to all stockholders prior to the meeting.

Board of directors and corporate governance

• The boards of directors of both Fidelity and Affinity have unanimously approved the merger agreement.

• Directors and executive officers of Affinity may be deemed participants in the proxy solicitation for the merger.