8-K - Affinity Bancshares, Inc. | StockGist

AI Analysis

AI-generated analysis. Always verify with the original filing.

Affinity Bancshares, Inc. entered into a definitive merger agreement to be acquired by Fidelity BancShares (N.C.), Inc. and The Fidelity Bank for $23.00 per share in cash, valued at approximately $142.8 million.

Key Takeaways

1Affinity Bancshares and Affinity Bank to merge with Fidelity entities, with Fidelity Bank as surviving entity.

2Shareholders receive $23.00 cash per share, subject to adjustment if adjusted equity below February 28, 2026 level.

3Transaction unanimously approved by both boards, expected to close Q3 2026 pending approvals.

4Affinity directors entered support agreements to vote in favor of the merger.

5Three executives to receive settlement payments totaling $3.56 million prior to closing, with 24-month restrictive covenants.

6Affinity may pay $5.5 million termination fee to Fidelity under certain circumstances.

Current Report Details

Event Type

Management Change+3 More

Disclosure

Mandatory

Variant

8-K

Items Reported

1.01

by reference. Additional Information About the Transaction In connection with the proposed transactions, the Company will distribute a proxy statement to its st

Material Agreement

Source Document

5.02

| Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | |---|---|

Management Change

$1.6M$1.2M$707.9K

8.01

| Other Events | |---|---| On March 30, 2026, Affinity and Fidelity issued a joint press release announcing the execution of the Agreement. A copy of the press

Other Event

9.01

| Financial Statements and Exhibits | |---|---| (a) Exhibits. Exhibit No.: 2.1 | Exhibit: Agreement and Plan of Merger by and among Affinity Bancshares, Inc., A

Exhibits Only

Source Document

Executive & Director Changes

Edward J. Cooney

President and Chief Executive Officer

Settlement Agreement

Clark Nelson

Executive Vice President and Chief Credit Officer

Settlement Agreement

Elizabeth Galazka

Executive Vice President, Professional Markets

Settlement Agreement

Transaction Details

Material Agreement

Parties: Affinity Bancshares, Inc., Affinity Bank, National Association, Fidelity BancShares (N.C.), Inc., The Fidelity Bank, TFB Merger Subsidiary, Inc.

•Merger Sub merges into Company, Company into Fidelity Bank, Affinity Bank into Fidelity Bank.
•Each Company common share receives $23.00 cash, subject to equity adjustment.
•Closing expected Q3 2026, subject to regulatory and stockholder approvals.
•Affinity termination fee of $5.5 million under certain circumstances.
•Customary non-solicitation and conduct covenants.

Exhibits (7)

10.1

EX-10.1

10.2

EX-10.2

10.3

EX-10.3

2.1

EX-2.1

8-K

99.1

EX-99.1

99.2

EX-99.2