Affinity Bancshares (AFBI) Proxy filing summary

Executive summary

• Special meeting scheduled for July 7, 2026, to vote on a merger agreement involving multiple entities, with the Company ultimately merging into Fidelity Bank and Affinity Bank also merging into Fidelity Bank, resulting in Fidelity Bank as the surviving entity.

• Merger consideration is $23.00 per share in cash, subject to downward adjustment if the Company's adjusted stockholders' equity at closing is below the level as of February 28, 2026.

• The board of directors unanimously recommends voting in favor of the merger, executive compensation, and adjournment proposals.

• Performance Trust Capital Partners provided a fairness opinion, concluding the merger consideration is fair from a financial point of view.

• The mergers are expected to close in the third quarter of 2026, pending regulatory and shareholder approvals.

Voting matters and shareholder proposals

• Three proposals: (1) approval of the merger agreement and related transactions, (2) advisory vote on executive compensation related to the merger, and (3) adjournment/postponement of the meeting if more time is needed to solicit votes.

• Approval of the merger requires a majority of outstanding shares; executive compensation and adjournment proposals require a majority of votes cast.

• Each director entered into a support agreement to vote their shares in favor of the merger, representing 6.3% of outstanding shares.

Board of directors and corporate governance

• The board conducted a thorough review of strategic alternatives, including discussions with multiple potential partners before selecting Fidelity Bank's offer.

• The board considered financial, strategic, and operational factors, including the premium to shareholders, regulatory environment, and impact on employees and communities.

• The board retained Performance Trust as financial advisor and Luse Gorman as legal counsel.