Affinity Bancshares, Inc. 8-K

What Happened

• Affinity Bancshares, Inc. (AFBI) and its bank subsidiary Affinity Bank entered an Agreement and Plan of Merger with Fidelity BancShares (N.C.), Inc., The Fidelity Bank and a new Fidelity merger subsidiary. Under the agreement: (1) the merger subsidiary will merge into Affinity Bancshares and cease to exist; (2) Affinity Bancshares will then merge into The Fidelity Bank and cease to exist; and (3) Affinity Bank will merge into The Fidelity Bank, with The Fidelity Bank surviving. Fidelity BancShares and The Fidelity Bank have received the required regulatory approvals and non‑objections to complete the transactions. The parties expect to close the mergers during the third quarter of 2026, subject to customary closing conditions.

Key Details

• Parties: Affinity Bancshares, Inc. and Affinity Bank, National Association with Fidelity BancShares (N.C.), Inc. and The Fidelity Bank.
• Merger structure: a Fidelity subsidiary merges into Affinity Bancshares; then Affinity Bancshares merges into The Fidelity Bank; Affinity Bank merges into The Fidelity Bank (Fidelity Bank survives).
• Regulatory status & timing: Fidelity entities have received required regulatory approvals/non‑objections; closings expected in Q3 2026, subject to customary conditions.
• Filing: Reported on Form 8‑K (Item 8.01) and includes forward‑looking statements and related risk disclosures.

Why It Matters

• This is a strategic combination that will eliminate Affinity Bancshares as a separate holding company and fold Affinity Bank into The Fidelity Bank, which may affect shareholders, customers and the companies’ branch/network footprint.
• The transaction is subject to remaining closing conditions and typical risks (e.g., satisfying conditions, customer reactions, integration challenges, economic or interest rate shifts), which the filing highlights as potential factors that could change outcomes.
• Investors should monitor subsequent filings (10‑Q/10‑K and further 8‑Ks) for transaction terms, shareholder approvals, timing updates and any material financial details.