Business Context and Reporting Period
This Form 8-K Current Report is filed by Affinity Bancshares, Inc. (AFBI) on July 22, 2026. The filing updates investors on the status of a previously announced merger agreement entered into on March 30, 2026, between Affinity Bancshares, Inc., its subsidiary Affinity Bank, National Association, and Fidelity BancShares (N.C.), Inc. (including The Fidelity Bank).
Key Financial Metrics
This filing is a current report regarding a corporate event and does not contain financial statements. Consequently, specific values for revenue, profit, cash flow, margins, debt, or liquidity are not provided in this document.
Material Changes and Transaction Details
- Merger Structure: The transaction involves a three-step merger where a newly formed subsidiary of Fidelity Bank (Merger Sub) merges with Affinity Bancshares, Inc. Subsequently, Affinity Bancshares and Affinity Bank will merge into The Fidelity Bank.
- Surviving Entity: The Fidelity Bank will be the surviving corporation and entity.
- Expected Closing: The Mergers are expected to close on August 1, 2026, subject to the satisfaction of customary closing conditions.
Outlook, Risks, and Management Commentary
Management notes that the transaction is subject to numerous assumptions, risks, and uncertainties. Key risks identified that could cause actual results to differ from expectations include:
- Failure to satisfy remaining transaction conditions or delays in closing.
- Reputational risks and negative customer reactions from both Affinity Bank and Fidelity Bank.
- Impacts of tariffs, sanctions, and U.S. trade policies.
- Events triggering termination rights under the Agreement.
- Changes in general economic conditions, including potential recessionary environments.
- Adverse legislative and regulatory changes affecting the banking business.
Investor Verification Checklist
- Verify the final closing date of the merger, currently expected to be August 1, 2026.
- Confirm the satisfaction of all customary closing conditions required for the transaction to proceed.
- Review the most recent Form 10-K (year ended December 31, 2025) and Form 10-Q filings for detailed financial metrics and risk factors not included in this 8-K.
- Monitor for any announcements regarding the termination of the Agreement or changes to the merger structure.