PREM14A

The Selected Regional Public Companies Group

Eagle Financial Services, Inc.

Virginia National Bankshares Corporation

National Bankshares, Inc.

First US Bancshares, Inc.

Chain Bridge Bancorp, Inc.

Auburn National Bancorporation, Inc.

Peoples Bancorp of North Carolina, Inc.

PREM14A 1 d123900dprem14a.htm PREM14A PREM14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☒	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to §240.14a-12

Affinity Bancshares, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☐	No fee required.

☐	Fee paid previously with preliminary materials

☒	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

AFFINITY BANCSHARES, INC.

3175 Highway 278

Covington, Georgia 30014

(770) 786-7088

[document date]

Dear Fellow Stockholder of Affinity Bancshares, Inc.:

You are cordially invited to attend the special meeting of the stockholders of Affinity Bancshares, Inc., or the Company, to be held virtually on [meeting date], at [meeting time], Eastern time. To attend the virtual special meeting online, please visit https://www.cstproxy.com/affinitybancshares/sm2026. To participate in the virtual special meeting, you will need the 16-digit control number included on your proxy card or voting instruction form. Please refer to the “Attending the Special Meeting” section of the accompanying proxy statement for more details about attending the meeting online.

At the special meeting you will be asked to consider and vote upon a proposal to approve the transactions contemplated by the Agreement and Plan of Merger, dated March 30, 2026, referred to herein as the merger agreement, by and among the Company, Affinity Bank, National Association (“Affinity Bank”), Fidelity BancShares (N.C.), Inc. (“Fidelity BancShares”), The Fidelity Bank (“Fidelity Bank”), and TFB Merger Subsidiary, Inc. (“Merger Subsidiary”), pursuant to which (i) Merger Subsidiary will merge with and into the Company with the Company as the surviving entity, which referred to herein as the holding company merger, (ii) the Company will merge with and into Fidelity Bank, with Fidelity Bank as the surviving entity, and (iii) Affinity Bank will merge with and into Fidelity Bank, with Fidelity Bank as the surviving entity, which series of transactions are collectively referred to herein as the mergers, and which proposal is referred to herein as the merger proposal.

Additionally, you will be asked at the special meeting to approve, on an advisory (non-binding) basis, compensation that may be paid or become payable to certain executive officers of the Company in connection with the mergers, which proposal is referred to herein as the executive compensation proposal.

Finally, you will be asked at the special meeting to consider and vote upon a proposal to adjourn or postpone the special meeting, if necessary or appropriate, to permit the further solicitation of proxies if there are not sufficient votes to approve the merger proposal, which proposal is referred to herein as the adjournment proposal.

The Company’s board of directors unanimously recommends that you vote “FOR” the merger proposal, “FOR” the executive compensation proposal, and “FOR” the adjournment proposal.

If the holding company merger is completed, your shares of Company common stock will be converted into the right to receive $23.00 in cash for each share, subject to downward adjustment based on the Company’s stockholders’ equity at the closing of the mergers relative to the Company’s stockholders’ equity as of February 28, 2026, as discussed in the accompanying proxy statement.

Information concerning the special meeting of the stockholders of the Company and the proposals to be considered by the stockholders at the special meeting are described in more detail in the accompanying notice of special meeting of stockholders of the Company and proxy statement, which you should read carefully and in its entirety before voting. Also enclosed is a proxy card for the purpose of voting your shares of common stock of the Company and a postage pre-paid return envelope for returning the proxy card before the special meeting. You may also vote electronically using the internet or by telephone by following the instructions in the proxy statement and on the proxy card.

While we have the opportunity, we want to thank you for your continued support of our banking organization. We continue to value your ongoing involvement and association with our institution. Should you have any questions, please do not hesitate to contact me.

Sincerely,

Edward J. Cooney

President and Chief Executive Officer

AFFINITY BANCSHARES, INC.

3175 Highway 278

Covington, Georgia 30014

(770) 786-7088

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

NOTICE IS HEREBY GIVEN that a special meeting of the stockholders of Affinity Bancshares, Inc., or the Company, will be held virtually on [meeting date], at [meeting time], Eastern time, by means of remote communication only, to consider and vote upon the following proposals:

To approve the transactions contemplated by the Agreement and Plan of Merger, dated as of March 30, 2026, or the merger agreement, by and among the Company, Affinity Bank, National Association (“Affinity Bank”), Fidelity BancShares (N.C.), Inc. (“Fidelity BancShares”), The Fidelity Bank (“Fidelity Bank”), and TFB Merger Subsidiary, Inc. (“Merger Subsidiary”), pursuant to which (i) Merger Subsidiary will merge with and into the Company, (ii) the Company will merge with and into Fidelity Bank, and (iii) Affinity Bank will merge with and into Fidelity Bank, which series of transactions are collectively referred to herein as the mergers, and which proposal is referred to herein as the merger proposal;

To approve, on an advisory (non-binding) basis, compensation that may be paid or become payable to certain executive officers of the Company in connection with the mergers, which proposal is referred to herein as the executive compensation proposal; and

To adjourn or postpone the special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes at the time of the special meeting to approve the merger proposal, which proposal is referred to herein as the adjournment proposal.

We may also consider any other business that properly comes before the special meeting or any adjournment or postponement thereof. We have fixed the close of business on [record date] as the record date for the special meeting. Only holders of record of the Company’s common stock at that time are entitled to notice of, and to vote at, the special meeting, or any adjournment or postponement of the special meeting.

Upon completion of the merger of Merger Subsidiary with and into the Company, Company stockholders are entitled to receive $23.00 in cash for each share of the Company’s common stock, subject to downward adjustment based on the Company’s stockholders’ equity at the closing of the mergers relative to the Company’s stockholders’ equity as of February 28, 2026, as discussed in the accompanying proxy statement. Accordingly, stockholders should not assume that the ultimate consideration to stockholders will be equal to $23.00 per share.

At the special meeting, approval of the merger proposal requires the affirmative vote of holders of a majority of the outstanding shares of common stock of the Company entitled to vote. Stockholders are entitled to one vote for each share of Company common stock held by such stockholder.

The matters set forth above to be considered at the special meeting are more fully discussed in the accompanying proxy statement, which you should read carefully and in its entirety before voting. This notice and the accompanying proxy statement are being mailed beginning on or about [mail date] to holders of the common stock of the Company as of [record date].

The Company’s board of directors unanimously recommends that holders of record of Company common stock entitled to vote at the special meeting vote “FOR” the merger proposal; “FOR” the executive compensation proposal; and “FOR” the adjournment proposal.

Your Vote is Very Important

Your vote is very important, and we cordially invite you to attend the Company special meeting. However, whether or not you expect to attend, we urge you to sign, date and return the enclosed proxy card at your earliest convenience. This will ensure the presence of a quorum at the special meeting and that your shares are voted in accordance with your wishes. For your convenience, we have enclosed a postage-paid envelope for the return of your proxy card. Alternatively, you may vote by telephone or the internet by following the instructions in the proxy statement or on the proxy card.

Your prompt response will help reduce proxy solicitation costs, which are paid for by the Company. Sending in your proxy card will not prevent you from voting your shares of Company common stock at the special meeting if you desire to do so, as your proxy is revocable at your option. You may revoke your proxy in the manner described in the proxy statement.

If you have any questions concerning the merger agreement, the mergers, the special meeting or the proxy statement, would like additional copies of the proxy statement, need an additional proxy card or need help voting your shares of Company common stock, please contact Laurel Hill Advisory Group, LLC, which is soliciting proxies on behalf of the Company at 2 Robbins Lane, Suite 201, Jericho, New York 11753. Banks and brokers can call (516) 933-3100, while all others can call (888) 742-1305, toll-free.

By Order of the Board of Directors,

Brandi C. Pajot

Corporate Secretary

[document date]

Covington, Georgia

SPECIAL MEETING OF STOCKHOLDERS OF

AFFINITY BANCSHARES, INC.

PROXY STATEMENT

TABLE OF CONTENTS



SUMMARY TERM SHEET			1

QUESTIONS AND ANSWERS			3

SUMMARY			10

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS			15

THE SPECIAL MEETING OF STOCKHOLDERS			18

PROPOSAL 1 – THE MERGER PROPOSAL			23

Parties to the Mergers			23

The Mergers			23

Merger Consideration			24

Treatment of Stock Options			24

Treatment of Restricted Stock			25

Background of the Mergers			25

The Company’s Reasons for the Mergers			29

Opinion of Financial Advisor			32

Recommendation of the Board of Directors			41

Interests of Directors and Executive Officers in the Mergers			42

Merger-Related Executive Compensation for the Company’s Named Executive Officers			44

Regulatory Approvals Required for the Mergers			46

Financing of the Mergers			46

Treatment of Equity Awards			46

When the Mergers are Expected to be Completed			47

No Appraisal or Dissenters’ Rights			47

Terms of the Merger Agreement			47

PROPOSAL 2 – THE EXECUTIVE COMPENSATION PROPOSAL			55

General			55

Vote Requirement			56

Recommendation of the Board of Directors			56

PROPOSAL 3 – THE ADJOURNMENT PROPOSAL			56

General			56

Vote Requirement			56

Recommendation of the Board of Directors			56

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES			57

(i)



SUPPORT AGREEMENT			59

INFORMATION ABOUT AFFINITY BANCSHARES, INC.			59

OTHER MATTERS			61

IMPORTANT NOTICE REGARDING DELIVERY OF SECURITY HOLDER DOCUMENTS			62

STOCKHOLDER PROPOSALS			62

WHERE YOU CAN FIND MORE INFORMATION			63

ANNEX A – AGREEMENT AND PLAN OF MERGER			A-1

ANNEX B – OPINION OF FINANCIAL ADVISOR			B-1

(ii)

SUMMARY TERM SHEET

This summary term sheet highlights selected information from this proxy statement and may not contain all of the information that is important to you. To understand the mergers fully, and for a more complete description of the legal terms of the mergers, you should read this entire proxy statement, the annexes attached to this proxy statement and the documents referred to in this proxy statement. We have included section references to direct you to a more complete description of the topics presented in this summary term sheet.

Unless the context otherwise requires: (1) “Fidelity BancShares” refers to Fidelity BancShares (N.C.), Inc., a Delaware corporation with its home office located in Fuquay-Varina, North Carolina; (2) “Fidelity Bank” refers to The Fidelity Bank, a North Carolina state-chartered nonmember bank and the wholly owned subsidiary of Fidelity BancShares; (3) “Merger Subsidiary” refers to TFB Merger Subsidiary, Inc., a North Carolina corporation and wholly owned subsidiary of Fidelity Bank; (4)“Affinity Bancshares” “the Company,” “we,” “our,” and “us,” refer to Affinity Bancshares, Inc., a Maryland corporation and registered bank holding company, and its subsidiaries, including Affinity Bank, National Association; and (5) “Affinity Bank” refers to Affinity Bank, National Association, a national bank with its home office located in Covington, Georgia and a wholly-owned subsidiary of Affinity Bancshares.

The Mergers (Page 23)

Under the terms and subject to the conditions set forth in the Agreement and Plan of Merger, dated as of March 30, 2026, or the merger agreement, by and among the Company, Affinity Bank, Fidelity BancShares, Fidelity Bank and Merger Subsidiary, (i) Merger Subsidiary will merge with and into the Company with the Company as the surviving entity, (ii) the Company will merge with and into Fidelity Bank with Fidelity Bank as the surviving entity, and (iii) Affinity Bank will merge with and into Fidelity Bank with Fidelity Bank as the surviving entity, which series of transactions are collectively referred to herein as the mergers. The parties currently expect to complete the mergers in the third quarter of 2026, subject to satisfaction of the conditions described under “Proposal 1 — The Merger Proposal — Terms of the Merger Agreement — Conditions to the Mergers.”

Merger Consideration (Page 24)

Each Company stockholder will be entitled to receive $23.00 per share of Company common stock outstanding as of closing, subject to downward adjustment to the extent the Company’s adjusted stockholders’ equity prior to the consummation of the mergers, as calculated under the merger agreement, is below the Company’s adjusted stockholders’ equity as of February 28, 2026. For further information, see “Proposal 1 — The Merger Proposal — Merger Consideration.”

Recommendation of the Company’s Board of Directors (Page 41)

The Company’s board of directors has determined that the merger agreement and the mergers are fair to and in the best interests of the Company and its stockholders after careful consideration of various factors described in “Proposal 1 — The Merger Proposal — Recommendation of the Board of Directors.” The Company’s board of directors unanimously recommends that you vote “FOR” the merger proposal; “FOR” the executive compensation proposal; and “FOR” the adjournment proposal.

Opinion of Financial Advisor (Page 32)

Performance Trust Capital Partners, LLC, or Performance Trust, delivered its opinion to the Company’s board of directors that, as of March 30, 2026, and based upon and subject to the factors and assumptions set forth therein, the merger consideration is fair, from a financial point of view, to the Company’s stockholders.

The full text of the written opinion of Performance Trust, dated March 30, 2026, which sets forth, among other things, the assumptions made, matters considered and limits on the review undertaken, is attached as Annex B to this proxy statement and is incorporated herein by reference. Performance Trust provided its opinion for the

information and assistance of the Company’s board of directors in connection with its evaluation of the merger agreement, including the price of the mergers. The Performance Trust opinion is not a recommendation as to how any holder of Company common stock should vote with respect to the mergers or any other matter.

Interests of the Company’s Directors and Executive Officers in the Mergers (Page 42)

As discussed in “Proposal 1 — The Merger Proposal — Interests of Directors and Executive Officers in the Mergers,” the interests of the Company’s directors and executive officers in the mergers include, among others: (a) accelerated vesting of stock options and restricted stock awards under the Company’s stock incentive plans, including the right to receive cash payments with respect to such awards in connection with the mergers; (b) entitlement to indemnification and liability insurance coverage under the merger agreement for a period of six years after the closing of the mergers; (c) the receipt of cash payments by executive officers in connection with the termination of their employment agreements; (d) potential accelerated payment of benefits under a supplemental executive retirement plan, or SERP; and (e) the right to receive an accelerated distribution of shares under the Company’s Employee Stock Ownership Plan, allowing for potentially favorable tax treatment related to the distribution.

Consummation of the mergers will constitute a “Change in Control” under (a) the Company’s equity incentive plans, (b) the employment agreements with the Company’s executive officers, and (c) the SERP. All unvested stock options and restricted stock awards will become fully vested upon completion of the mergers. Company equity awards as discussed in “Proposal 1 — The Merger Proposal — Treatment of Equity Awards.”

QUESTIONS AND ANSWERS

The following are answers to some questions that stockholders of the Company may have regarding the special meeting of the stockholders of the Company, which we refer to as the special meeting, the proposed transaction between Fidelity BancShares, the Company, and Affinity Bank and the other proposals being considered at the special meeting. We urge you to carefully read this entire proxy statement, including the Annexes, and the documents incorporated by reference into this proxy statement, because the information in this section does not provide all the information that might be important to you.

Q:	What am I being asked to vote on at the special meeting?

A:	At the special meeting, stockholders of the Company will be asked to consider and vote upon the following proposals:

Proposal 1 — The Merger Proposal. To approve the transactions contemplated by the merger agreement, pursuant to which (i) Merger Subsidiary will merge with and into the Company, (ii) the Company will merge with and into Fidelity Bank, and (iii) Affinity Bank will merge with and into Fidelity Bank, which series of transactions are referred to herein as the mergers, and which proposal is referred to herein as the merger proposal (a copy of the merger agreement is attached hereto as Annex A);

Proposal 2 — The Executive Compensation Proposal. To approve, on an advisory (non-binding) basis, compensation that may be paid or become payable to certain executive officers of the Company in connection with the mergers, which proposal is referred to herein as the executive compensation proposal; and

Proposal 3 — The Adjournment Proposal. To adjourn or postpone the special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes at the time of the special meeting to approve the merger proposal, which proposal is referred to herein as the adjournment proposal.

As of the date of this proxy statement, the Company’s board of directors is not aware of any matters, other than those stated above, that will be brought before the special meeting.

Q:	Why am I receiving this proxy statement?

The Company’s board of directors is sending these materials to holders of record of shares of common stock of the Company as of [record date] to solicit their vote and help them decide how to vote their shares of Company common stock with respect to the merger proposal, the executive compensation proposal, and other matters to be considered at the special meeting, including the adjournment proposal, if necessary. Information about the special meeting and the proposals to be considered by stockholders at the special meeting is contained in this document. The Company’s board of directors is soliciting proxies to be voted at the special meeting. This proxy statement summarizes the information that you need to know to vote by proxy or by attending the special meeting by means of remote communication only. Your vote is important. We encourage you to submit your proxy as soon as possible.

Q:	What will happen in the mergers?

Under the terms of the merger agreement, (i) Merger Subsidiary will merge with and into the Company with the Company as the surviving entity, (ii) the Company will merge with and into Fidelity Bank with Fidelity Bank as the surviving entity, and (iii) Affinity Bank will merge with and into Fidelity Bank with Fidelity Bank as the surviving entity. As a result, the separate corporate existences of the Company and Affinity Bank will each cease to exist.

All unvested stock options and restricted stock awards will become fully vested upon completion of the mergers. In addition, the Company’s employment agreements will be terminated and paid out, and

Affinity Bank may terminate and pay out the supplemental executive retirement plan with an executive officer prior to closing.

Q:	What is the consideration for the mergers?

Under the terms of the merger agreement, Fidelity BancShares will pay $23.00 per share of Company common stock outstanding as of the closing date, subject to downward adjustment based on the Company’s adjusted stockholders’ equity immediately prior to consummation of the mergers relative to the same value as of February 28, 2026. For further information regarding the consideration to be received as a result of the mergers, see “Proposal 1 — The Merger Proposal — Merger Consideration” beginning on page 24.

Q:	I am a stockholder of the Company. Should I send in my stock certificate(s) now?

No. If the mergers are approved, as soon as practicable after the closing date of the mergers, you will receive a letter of transmittal describing how you may exchange your stock certificate(s) or book-entry shares of Company common stock for the merger consideration. If your shares of Company common stock are held in “street name” through a bank, broker or other holder of record, you should contact the record holder of your shares for instructions as to how to effect the surrender of your “street name” shares of Company common stock in exchange for the merger consideration. Please do not return your stock certificate(s) with your proxy card.

Q:	What will happen to outstanding options to purchase shares of Company common stock in the mergers?

As of the record date, there were [outstanding options] outstanding options to purchase shares of Company common stock with a weighted average exercise price of $[exercise price] per share. If the mergers are completed, under the terms of the Company’s stock incentive plans, each option to purchase shares of Company common stock that is outstanding and unexercised on the third business day immediately before the effective time of the mergers will automatically become fully vested and exercisable to the full extent of the original grant. Holders of vested options may choose to exercise their options at any time before the third business day preceding the consummation of the mergers, or will receive the merger consideration less the exercise price of such option. For further information, see “Proposal 1 — The Merger Proposal — Treatment of Stock Options” beginning on page 24.

Q:	What will happen to shares of restricted stock in the mergers?

As of the record date, there were [restricted stock] shares of unvested restricted stock outstanding. If the mergers are completed, under the terms of the Company’s stock incentive plans, each share of restricted stock that is outstanding immediately before the effective time of the mergers will fully vest and automatically become an unrestricted share of Company common stock, the holders of which will be entitled to receive the merger consideration, less any required deductions or withholdings. For further information, see “Proposal 1 — The Merger Proposal — Treatment of Restricted Stock” beginning on page 25.

Q:	What are the U.S. federal income tax consequences of the mergers to stockholders of the Company?

We expect that the mergers will be treated, for federal income tax purposes, as a taxable event. Generally, stockholders would recognize capital gain or loss in connection with the receipt of the merger consideration. For further information, see “Material U.S. Federal Income Tax Consequences” beginning on page 57.

Q:	How does the Company’s board of directors recommend that I vote at the special meeting?

A:	The Company’s board of directors unanimously recommends that you vote “FOR” the merger proposal; “FOR” the executive compensation proposal; and “FOR” the adjournment proposal.

Q:	When and where will the special meeting be held?

A:	The special meeting will be held by means of remote communication only on [meeting date], at [meeting time], Eastern time.

Q:	What constitutes a quorum for the special meeting?

Holders representing a majority of the shares of Company common stock entitled to be cast at the special meeting must be present, virtually, or represented by proxy, to constitute a quorum. Abstentions and broker non-votes, if any, will be included in determining the number of shares present at the meeting for the purpose of determining the presence of a quorum.

Q:	What is the vote required to approve each proposal?

A:	The vote requirement for each proposal is as follows:

Proposal 1 — The Merger Proposal. Approval of the merger proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Company common stock entitled to vote on the proposal.

Proposal 2 — The Executive Compensation Proposal. Approval of the advisory (non-binding) executive compensation proposal requires the affirmative vote of a majority of the votes cast on the proposal.

Proposal 3 — The Adjournment Proposal. Approval of the adjournment proposal requires the affirmative vote of a majority of the votes cast on the proposal.

Q:	Why is my vote important?

If you do not submit a proxy or vote by attending the special meeting virtually, it may be more difficult for the Company to obtain the necessary quorum to hold the special meeting. In addition, your failure to submit a proxy or vote by attending the special meeting virtually, your failure to instruct your bank or broker how to vote, or your abstention will have the same effect as a vote against approval of the merger proposal. The merger proposal must be approved by the affirmative vote of the holders of a majority of the outstanding shares of Company common stock entitled to vote at the special meeting before we may complete the mergers. The Company’s board of directors unanimously recommends that you vote:

•

“FOR” the merger proposal;

•

“FOR” the executive compensation proposal; and

•

“FOR” the adjournment proposal.

Q:	How many votes do I have?

A:	Stockholders of the Company are entitled to one vote on each proposal to be considered at the special meeting for each share of Company common stock owned as of the close of business on [record date], which is the record date for the special meeting.

Q:	How do I vote?

A:	If you are a stockholder of record, you may vote your shares of Company common stock on the matters to be presented at the special meeting in any of the following ways:

•

by completing, signing, dating and returning the enclosed proxy card in the accompanying postage pre-paid return envelope;

•

by attending the special meeting virtually and casting your vote during the live webcast of the special meeting;

•

by telephone; or

•

by voting electronically, as follows: (i) have your proxy card in hand; and (ii) if you are a registered holder, log on to the internet and visit www.proxyvote.com by 11:59 p.m. Eastern time on [internet voting deadline] and follow the instructions provided, or if you hold your shares in street name, log on to the website provided on the voting instruction card and follow the instructions provided.

Q:	What is the difference between a stockholder of record and a beneficial or “street name” holder?

If your shares of the Company’s common stock are registered directly in your name, whether you have a stock certificate or hold the shares in book-entry form, you are considered the stockholder of record with respect to those shares of stock. If your shares are held through a stock brokerage account or a bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” The “record holder” of such shares is your broker, bank or other nominee, and not you. If this is the case, this proxy statement has been forwarded to you by your broker, bank or other nominee. As the beneficial holder, you have the right to direct your nominee concerning how to vote your shares by using the voting instructions your nominee included in the mailing or by following its instructions for voting.

Q:	If my shares are held in “street name” by my broker, bank or other nominee, will my broker, bank or other nominee automatically vote my shares for me on all proposals at the special meeting?

A:	No. Your broker, bank or other nominee cannot vote your shares on any of the proposals at the special meeting without instructions from you. You should instruct your broker, bank or other nominee how to vote your shares in accordance with the instructions they provide to you.

Please note that you may not vote shares held in street name by returning a proxy card or by voting by attending the special meeting virtually unless you first obtain a “legal proxy” from your broker, bank or other nominee.

Q:	How are broker non-votes and abstentions treated?

Brokers, as holders of record, are permitted to vote on certain routine matters, but not on non-routine matters. A broker non-vote occurs when a broker or nominee holding shares for a beneficial holder does not vote on a particular proposal because the broker or nominee does not have discretionary voting power with respect to that proposal and has not received voting instructions from the beneficial holder. All of the proposals to be considered at the special meeting are non-routine matters, and a broker or nominee does not have discretionary voting power with respect to any of the proposals. As a result, if you, as the beneficial holder of shares of the Company’s common stock, provide voting instructions to your broker, bank or other nominee with respect to one proposal but no instruction with respect to any other proposal, a broker non-vote will result with respect to the proposal(s) for which you do not provide voting instructions.

Abstentions and shares held of record by a broker, bank or other nominee that are voted on any matter are included in determining whether a quorum exists. Because the merger proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Company common stock, abstentions and broker non-votes will have the same effect of a vote “AGAINST” that proposal. Approval of the executive compensation proposal and the adjournment proposal each require the affirmative vote of a majority of the votes cast. Accordingly, abstentions and broker non-votes will have no effect on the outcome of the vote on the executive compensation proposal or the adjournment proposal.

Q:	What if I sell or otherwise transfer my shares after the record date but before the special meeting?

The record date for stockholders entitled to vote at the special meeting is earlier than the date of the special meeting and the expected closing date of the mergers. If you transfer your shares of Company common stock after [record date], the record date for the special meeting, you will, unless special arrangements are made, retain your right to vote at the special meeting but will transfer the right to receive the merger consideration to the transferee of your shares.

Q:	How will my shares of common stock held in the Employee Stock Ownership Plan be voted?

We maintain the Affinity Bank Employee Stock Ownership Plan, or ESOP, for the benefit of our employees. Each participating employee may instruct the trustee how to vote the shares of Company common stock allocated to his or her account under the ESOP by completing the voting instruction form distributed by the ESOP administrator. If a participant properly executes the voting instruction form, the administrator will instruct the trustee to vote the participant’s shares in accordance with the participant’s instructions, so long as such vote is solely in the interest of participants and beneficiaries and in accordance with the requirements of the Employee Retirement Income Security Act of 1974, as amended. Allocated shares for which proper voting instructions are not received shall be voted by the trustee in the manner directed by the administrator.

Q:	What will happen if I return my proxy card without indicating how to vote?

If you sign, date and return your proxy card without indicating how to vote on any particular proposal, the shares of Company common stock represented by your proxy will be voted as recommended by the Company’s board of directors with respect to such proposals. The Company’s board of directors unanimously recommends that stockholders vote “FOR” each of the proposals to be considered at the special meeting.

Q:	Can I attend the special meeting and vote my shares in person?

A:	No. The special meeting will be held virtually, and you will have no ability to attend in person.

Q:	Can I attend the special meeting virtually and vote my shares?

Yes. All stockholders of the Company as of the record date, including stockholders of record and stockholders who hold their shares through brokers, banks or other nominees or any other holder of record, are invited to attend the special meeting virtually by means of remote communication. To attend the special meeting online, please visit [website]. To participate in the virtual special meeting, you will need the 16-digit control number included on your proxy card or voting instruction form. You may register for the meeting as early as [meeting time], Eastern time, on [registration date].

Q:	Can I change my vote?

Yes. If you are a holder of record of Company common stock, you may revoke your proxy at any time before the special meeting by delivering a written notice of revocation to the Corporate Secretary, which must be received before your shares have been voted at the special meeting, by submitting a later-dated proxy through any of the methods available to you, or by attending the special meeting virtually and casting your vote during the live webcast of the special meeting. Your attendance at the special meeting will not constitute automatic revocation of the proxy unless you deliver your ballot virtually at the special meeting or deliver a written revocation to the Company prior to the voting of such proxy. If you hold your shares in “street name” through a broker, bank or other nominee, you should contact your broker, bank or other nominee to revoke your proxy. Written notice of revocation should be mailed to: Affinity Bancshares, Inc. Attn: Corporate Secretary, P.O. Box 1037, Covington, Georgia 30015.

Q:	Have any stockholders already agreed to vote in favor of the mergers?

Yes. Each director of the Company entered into a support agreement with the Company and Fidelity BancShares at the time the merger agreement was initially executed. Under the terms of the support agreement, such directors and executive officers have agreed to vote their shares of Company common stock in favor of the mergers. As of [record date], the record date for the special meeting, these individuals held an aggregate of [insider shares] shares of Company common stock (excluding exercisable stock options), representing [insider %]% of the issued and outstanding shares of Company common stock, which totaled [outstanding shares] as of such date. See “Support Agreement” beginning on page 59 for additional information regarding the support agreement.

Q:	Are stockholders of the Company entitled to exercise dissenters’ rights?

A:	No. Under the Company’s articles of incorporation, stockholders are not entitled to exercise dissenters’ rights.

Q:	When do you expect to complete the mergers?

The Company expects to consummate the mergers in the third quarter of 2026. However, we cannot assure you when or if the mergers will occur. Before the mergers can be consummated, the Company’s stockholders must approve the merger proposal and the parties to the merger agreement must obtain the necessary regulatory approvals with respect to the mergers. For additional information, see “Proposal 1 — The Merger Proposal — Regulatory Approvals Required for the Mergers” beginning on page 46 and “— When the Mergers Are Expected to be Completed” beginning on page 47.

Q:	What happens if the mergers are not completed?

If the mergers are not completed, even if the merger proposal is approved by the stockholders of the Company at the special meeting, holders of Company common stock will not receive any consideration for their shares of Company common stock that otherwise would have been received in connection with the mergers. Instead, the Company will continue to operate and remain an independent public company and Affinity Bank will continue to operate and remain an independent bank and a wholly-owned subsidiary of the Company.

Q:	What do I need to do now?

After you have carefully read this proxy statement and have decided how you wish to vote your shares, please authorize a proxy to vote your shares by promptly completing and returning the enclosed proxy card so that your shares are represented and voted at the special meeting. Please do not send in your Company stock certificates with your proxy.

Q:	Will a proxy solicitor be used?

Yes. The Company has engaged Laurel Hill Advisory Group, LLC, or Laurel Hill, to assist in the solicitation of proxies for the special meeting, and the Company will pay Laurel Hill $7,500 plus related fees for any additional services and reasonable out-of-pocket expenses. The Company has also agreed to indemnify Laurel Hill against certain losses. In addition, Company officers and employees may also solicit proxies by mail, telephone, facsimile, electronic mail or in person, but no additional compensation will be paid to them.

Q:	Whom should I call with questions?

If you have any questions concerning the mergers or this proxy statement, would like additional copies of this proxy statement or need help voting your shares of Company common stock, please call Laurel Hill, the proxy solicitor for the Company, toll-free at (888) 742-1305. Banks and brokers can call

(516) 933-3100. If your Company common stock is held in “street name” through your bank, broker, or other holder of record, please also contact your bank, broker or other holder of record for additional information.

SUMMARY

The following summary highlights selected information in this proxy statement and may not contain all the information that may be important to you. Accordingly, we encourage you to read carefully this entire proxy statement, including the more detailed information contained elsewhere in this proxy statement, its annexes and the documents incorporated by reference into or otherwise referred to in this proxy statement. Each item in this summary includes a page reference directing you to a more complete description of that topic. You may obtain the information incorporated by reference into this proxy statement without charge by following the instructions in “Where You Can Find More Information.”

Parties to the Mergers (Page 23)

Affinity Bancshares, Inc., a Maryland corporation that was incorporated in 2020, is the successor corporation to Community First Bancshares, Inc., a federal corporation, as a result of the completion of the second-step mutual-to-stock conversion of the former Community First Bancshares, MHC, the former top tier mutual holding company of Community First Bancshares, Inc. As of March 31, 2026, the Company had total consolidated assets of $924.7 million, total gross loans of $751.8 million, total deposits of $734.3 million, and stockholders’ equity of $129.5 million.

Affinity Bank, National Association is a national bank headquartered in Covington, Georgia. Affinity Bank changed its name from Newton Federal Bank in connection with the second-step mutual-to-stock conversion of the former Community First Bancshares, MHC. Newton Federal Bank was originally chartered in 1928 as a Georgia-chartered mutual building and loan association under the name Newton County Building and Loan Association, and continues to operate under the name “Newton Federal Bank, a Division of Affinity Bank” in Newton Federal Bank’s legacy market area. Affinity Bank converted to a national bank charter in September 2023.

Affinity Bank’s business consists primarily of taking deposits from the general public and investing those deposits, together with funds generated from operations, in commercial real estate loans, commercial and industrial loans and residential real estate loans and, to a lesser extent, construction and land loans and consumer loans. Affinity Bank also invests in securities, which have historically consisted primarily of mortgage-backed securities and obligations issued by U.S. government sponsored enterprises and Federal Home Loan Bank stock. Affinity Bank offers a variety of deposit accounts, including checking accounts, savings accounts and certificate of deposit accounts. In addition, Affinity Bank gathers deposits nationwide through its virtual bank, FitnessBank, which accepts deposits and provides higher interest rates based on customers meeting certain fitness goals. Affinity Bank has also used Federal Home Loan Bank borrowings to fund its operations. Affinity Bank is subject to comprehensive regulation and examination by the Office of the Comptroller of the Currency, or OCC.

Fidelity BancShares (N.C.), Inc. is a Delaware corporation that was incorporated in 1988. As of March 31, 2026, Fidelity BancShares had total consolidated assets of $[●] million, total gross loans of $[●] million, total deposits of $[●] million, and stockholders’ equity of $[●] million.

The Fidelity Bank is a North Carolina state-chartered bank headquartered in Fuquay-Varina, North Carolina. Fidelity Bank was originally chartered in 1909 under the name Bank of Fuquay before it was changed to The Fidelity Bank in 1970.

TFB Merger Subsidiary, Inc. is a North Carolina corporation that was incorporated in 2026. It has been incorporated solely to facilitate the mergers.

The Special Meeting (Page 18)

Date, Time and Place of the Special Meeting. The special meeting will be held on [meeting date], at [meeting time], Eastern time. The special meeting will be a virtual meeting held by remote communications only.

Record Date. The Company’s board of directors has fixed the close of business on [record date] as the record date for the determination of stockholders entitled to notice of, and to vote at, the special meeting. As of

the close of business on the record date, there were [outstanding shares] shares of Company common stock outstanding and entitled to vote held by approximately [●] holders of record. You will have one vote on each matter properly coming before the special meeting for each share of Company common stock that you owned on the record date.

Quorum. The presence at the virtual special meeting or by proxy of the holders of record of a majority of the outstanding voting shares of the Company entitled to be cast as of the record date is necessary to constitute a quorum at the special meeting. All shares of Company common stock present at the virtual special meeting or represented by proxy, including abstentions, will be treated as present for purposes of determining the presence or absence of a quorum for all matters voted on at the special meeting. If a beneficial owner of Company common stock held by a broker in “street name” does not give voting instructions to the broker, then those shares will not be counted as present at the virtual special meeting or by proxy at the special meeting.

Vote Required

•

Proposal 3 — The Adjournment Proposal. Approval of the adjournment proposal requires the affirmative vote of a majority of the votes cast on the proposal.

Voting, Proxies and Revocation

Stockholders of record entitled to vote at the special meeting may submit a proxy by telephone, over the internet or by returning the enclosed proxy card in the enclosed postage-paid return envelope, or may vote by attending the special meeting virtually. Stockholders entitled to vote at the special meeting that hold shares in “street name” through a bank, broker or other holder of record may submit a proxy by following the voting instructions provided by such record holder.

If no instruction as to how to vote is given (including no instruction to abstain from voting) in an executed, dated, duly returned and not revoked proxy, the proxy will be voted in accordance with the unanimous recommendations of the Company’s board of directors, which, as of the date of this proxy statement, are “FOR” the merger proposal, “FOR” the executive compensation proposal, and “FOR” the adjournment proposal.

If you are a stockholder of record of Company common stock, you have the right to revoke a proxy, whether delivered over the internet, by telephone or by mail, at any time before it is exercised. Proxies may be revoked by submitting a later-dated proxy through any of the methods available to you, by given written notice of revocation to the Company’s Corporate Secretary, which must be received by the Corporate Secretary before your shares are voted at the special meeting, or by attending the special meeting and voting virtually. Attending the special meeting alone, without voting at the special meeting, will not be sufficient to revoke your proxy. Written notice of revocation should be mailed to: Affinity Bancshares, Inc. Attn: Corporate Secretary, P.O. Box 1037, Covington, Georgia 30015.

If you are a “street name” holder of the Company’s common stock, you may change your vote by submitting new voting instructions to your bank, broker or other holder of record. You must contact the record holder of your shares to obtain instructions as to how to change your vote.

The Mergers (Page 23)

Upon the terms and subject to the conditions set forth in the merger agreement, Merger Subsidiary will merge with and into the Company, with the Company as the surviving entity. The Company will then merge with and into Fidelity Bank, with Fidelity Bank as the surviving entity. Finally, Affinity Bank will merge with and into Fidelity Bank, with Fidelity Bank as the surviving entity. Fidelity Bank will remain the wholly owned subsidiary of Fidelity BancShares during and following the mergers, and the Company and Affinity Bank will cease to exist. This series of transactions is collectively referred to herein as the mergers. As a stockholder of the Company, each of your shares of our common stock will automatically be converted into the right to receive $23.00 in cash, which amount is referred to herein as the merger consideration. The merger consideration is subject to downward adjustment to the extent the Company’s adjusted stockholders’ equity prior to the consummation of the mergers, as calculated under the merger agreement, is below the Company’s adjusted stockholders’ equity as of February 28, 2026.

Recommendation of the Company’s Board of Directors (page 41)

After careful consideration of various factors described in “Proposal 1 — The Merger Proposal — Recommendation of the Board of Directors”, the Company’s board of directors has unanimously (a) found that the merger agreement and the transactions contemplated therein are fair to and in the best interests of the Company and its stockholders; (b) approved and adopted the merger agreement and all the transactions contemplated by the merger agreement; and (c) recommended that stockholders of the Company vote to approve the mergers.

The Company’s board of directors unanimously recommends that you vote “FOR” the merger proposal; “FOR” the executive compensation proposal and “FOR” the adjournment proposal.

Opinion of Financial Advisor (page 32)

The Company retained Performance Trust as its financial advisor in connection with the proposed mergers.

At the meeting of the board of directors of the Company on March 30, 2026, Performance Trust rendered its oral opinion, subsequently confirmed in its written opinion dated as of March 30, 2026, to the board of directors of the Company that, as of such date and based upon and subject to the factors and assumptions set forth in its opinion, the merger consideration to be paid to the Company’s stockholders in the proposed mergers was fair, from a financial point of view, to the Company’s stockholders.

The full text of the written opinion of Performance Trust dated March 30, 2026, which sets forth, among other things, the assumptions made, matters considered and limits on the review undertaken, is attached as Annex B to this proxy statement and is incorporated herein by reference. The summary of the opinion of Performance Trust set forth in this proxy statement is qualified in its entirety by reference to the full text of the opinion. The Company’s stockholders are urged to read the opinion in its entirety. Performance Trust’s written opinion was addressed to the board of directors of the Company (in its capacity as such) in connection with and for the purposes of its evaluation of the proposed mergers, was directed only to the purchase price in the mergers and did not address any other aspects of the mergers. The opinion does not constitute a recommendation to any stockholder of the Company as to how such stockholder should vote with respect to the proposed mergers or any other matter.

For more information, see “Proposal 1 — The Merger Proposal — Opinion of Financial Advisor.”

Financing of the Mergers (page 46)

The obligations of the parties to complete the mergers are not contingent upon the receipt of any financing.

Interests of the Company’s Directors and Executive Officers in the Mergers (page 42)

The interests of the Company’s directors and executive officers in the mergers that are different from, or in addition to, those of the Company’s stockholders generally are described in the section entitled “Proposal 1 — The Merger Proposal — Interests of Directors and Executive Officers in the Mergers.” The Company’s board of directors was aware of and considered these interests, among other matters, in evaluating and negotiating the merger agreement and the mergers, and in recommending that the merger agreement be approved by the Company’s stockholders. Examples of such interests include, among others: (a) accelerated vesting of stock options and restricted stock awards under the Company’s stock incentive plans, including the right to receive cash payments with respect to such awards in connection with the mergers; (b) entitlement to indemnification and liability insurance coverage under the merger agreement for a period of six years after the closing of the mergers; (c) the receipt of cash payments by executive officers in connection with the termination of their employment agreements; (d) potential accelerated payment of benefits under a supplemental executive retirement plan, or SERP; and (e) the right to receive an accelerated distribution of shares under the Company’s Employee Stock Ownership Plan, allowing for potentially favorable tax treatment related to the distribution.

For more information, see “Proposal 1 — The Merger Proposal — Interests of Directors and Executive Officers in the Mergers.”

Material U.S. Federal Income Tax Consequences of the Mergers (page 57)

A U.S. holder that surrenders Company common stock in exchange for cash pursuant to the mergers would generally recognize gain or loss in an amount equal to the difference between the amount of cash received and such U.S. holder’s adjusted tax basis in its Company common stock. This gain or loss generally would be capital gain or loss, and long-term capital gain or loss if, as of the effective date of the mergers, the U.S. holder’s holding period with respect to Company common stock exceeds one year. Long-term capital gains of non-corporate U.S. holders generally are subject to U.S. federal income tax at preferential rates. The deductibility of capital losses is subject to limitations.

Regulatory Approvals Required for the Mergers (page 46)

The consummation of the mergers contemplated by the merger agreement and the mergers are subject to the approval or waiver of an application requirement, consent, notice, or non-objection to or from the Federal Deposit Insurance Corporation, (the “FDIC”), the Board of Governors of the Federal Reserve System (the “Federal Reserve”), the North Carolina Commissioner of Banks, and the Office of the Comptroller of the Currency (the “OCC”). Subject to the terms and conditions of the merger agreement, the parties have agreed to cooperate and use their best reasonable efforts to prepare and file as promptly as practicable all necessary documentation and to obtain as promptly as practicable all regulatory approvals necessary or advisable to consummate the mergers and the transactions contemplated therein.

The Merger Agreement (page 23)

Merger Consideration

As consideration for the mergers, stockholders of the Company will be eligible to receive $23.00 in cash for each share of Company common stock, which amount is referred to herein as the merger consideration. The merger consideration is subject to downward adjustment to the extent the Company’s adjusted stockholders’ equity prior to the consummation of the mergers, as calculated under the merger agreement, is below the Company’s adjusted stockholders’ equity as of February 28, 2026.

Treatment of Restricted Stock

If the mergers are completed, under the terms of the Company’s stock incentive plans, each share of restricted stock that is outstanding immediately before the effective time of the mergers will automatically become an unrestricted share of Company common stock. All holders of such shares will receive the merger consideration, less any required deductions or withholdings.

Treatment of Stock Options

If the mergers are completed, under the terms of the Company’s stock incentive plans, each option to purchase shares of Company common stock that is outstanding and unexercised on the third business day immediately before the effective time of the mergers will automatically become fully vested and exercisable to the full extent of the original grant. Holders of such options will receive the merger consideration less the exercise price of such option. Holders of vested options may choose to exercise their options at any time before the third business day before consummation of the mergers.

Non-Solicitation of Acquisition Proposals

The merger agreement provides that the Company and Affinity Bank, and their officers, directors, agents, advisors and affiliates, will not solicit or encourage inquiries or proposals with respect to, or engage in any negotiations concerning, or provide any confidential information to, or have any discussions with, any person relating to an “acquisition proposal,” defined as a merger, reorganization, share exchange, consolidation, business combination, recapitalization, joint venture, partnership, dissolution, liquidation or similar transaction involving Affinity Bank or the Company, any purchase of any equity interest in an amount equal to or greater than a 25% voting or economic interest in either the Company or Affinity Bank, or any purchase of assets, securities or ownership interests equal to or greater than 25% of the consolidated assets of the Company or Affinity Bank, other than with respect to the transactions contemplated by the merger agreement.

Notwithstanding these restrictions, the Company may provide information to, and may engage in negotiations or discussions with, a person with respect to an unsolicited acquisition proposal to the extent that the Company’s board of directors, after consulting with and considering the advice of its outside legal counsel and financial advisor, determines in good faith that the acquisition proposal constitutes or is reasonably likely to lead to a “superior proposal” (defined below), and the board of directors further determines in good faith, and after consultation with its outside legal counsel, that its failure to provide information or to engage in any such negotiations or discussions could be inconsistent with the duties of directors under Maryland law. In such circumstance, the Company must advise Fidelity Bank promptly following the receipt by the Company of any such proposal and the substance thereof, and advise Fidelity Bank promptly of any developments with respect to such proposal.

A “superior proposal” is defined as an unsolicited, bona fide, written offer made by a third party to consummate an acquisition proposal that the board of directors determines, in good faith, after consulting with its outside legal counsel and its financial adviser, would, if consummated, result in a transaction that is more favorable to the Company’s stockholders than the holding company merger from a financial standpoint.

No Change in Board Recommendation

The Company’s board of directors has agreed to recommend to stockholders the approval of the merger agreement and the transactions contemplated therein unless, after having consulted with and considered the advice of outside legal counsel and its financial adviser, it determines in good faith that to do so would be inconsistent with the fiduciary duties of directors under Maryland law.

Conditions to the Mergers

The respective obligations of Fidelity BancShares, Fidelity Bank, and Merger Subsidiary, and the Company and Affinity Bank, to effect the mergers are subject to the satisfaction or waiver of certain customary

conditions contained in the merger agreement, including compliance with obligations under the merger agreement (subject to customary materiality qualifiers), the accuracy of the representations and warranties (subject to customary materiality qualifiers), the receipt of all required regulatory approvals (including the absence of unduly conditions), the absence of any legal prohibitions and approval of the merger agreement and the transactions contemplated therein by the Company’s stockholders.

Neither the Company nor Affinity Bank can be certain of when, or if, the conditions to the mergers will be satisfied or waived, or that the mergers will be consummated.

Termination

The merger agreement may be terminated and the mergers may be abandoned at any time before the effective time of the mergers, whether before or after the adoption of the merger agreement by the Company’s stockholders, under the following circumstances:

•

by mutual written consent of the Company and Fidelity Bank;

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if the mergers have not become effective on or before January 31, 2027;

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if the Company’s stockholders do not vote to approve the merger proposal;

•

a material breach of representations, warranties, covenants or other obligations under the merger agreement, to the extent that certain closing conditions cannot be satisfied and are not cured within 20 days following written notice by its nature or timing cannot be cured within such time period;

•

by Fidelity BancShares and Fidelity Bank if the Company has experienced an “Affinity Adverse Change,” as defined in the merger agreement;

•

by Fidelity BancShares and Fidelity Bank if the Company’s board of directors (i) does not distribute a proxy statement to stockholders recommending that stockholders vote for approval of the merger proposal, or (ii) withdraws, qualifies or revises that recommendation in any material respect, and/or (iii) the board of directors elects to not submit the merger proposal to a vote of the Company’s stockholders; or

•

by the Company to accept a “superior proposal” (as defined below).

A “superior proposal” means an unsolicited, bona fide, written offer made by a third party to consummate an acquisition proposal that the board of directors determines, in good faith, after consulting with its outside legal counsel and its financial adviser, would, if consummated, result in a transaction that is more favorable to the Company’s stockholders than the holding company merger from a financial standpoint.

Termination Fees

The Company must pay a cash termination fee in the amount of $5.5 million if it terminates the merger agreement because it has entered into another acquisition agreement with a third party in response to a superior proposal, or if it enters into an acquisition agreement with a third party within 12 months following the termination of the merger agreement under certain circumstances. In addition, each party must reimburse the other party for expenses up to $1.0 million if the merger agreement is terminated under certain circumstances where the non-terminating party has failed to comply with certain obligations under the merger agreement.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This proxy statement contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are intended to be protected by the safe harbor provided therein.

We generally identify forward-looking statements, particularly those statements regarding the benefits of the merger agreement, proposed mergers, the anticipated timing of the mergers and the business of each company, by terminology such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “would,” “could,” “should,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates,” “projects,” “strategy,” “future,” “opportunity,” “will likely result” or the negative version of those words or other comparable words. These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about our industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, you are cautioned that any such forward-looking statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict.

A number of important factors could cause actual results to differ materially from those indicated by the forward-looking statements in this proxy statement, including, but not limited to:

•

the risk that the mergers may not be consummated in a timely manner or at all, which may adversely affect the Company’s business and the price of the Company’s common stock;

•

the risk that required regulatory approvals of the mergers may not be obtained, or that the regulatory approvals are obtained subject to unanticipated adverse conditions;

•

the risk that the Company’s stockholders may not approve the merger proposal;

•

the risk that the parties to the merger agreement may not satisfy other conditions to the consummation of the mergers or fail to meet expectations regarding the timing and consummation of the mergers;

•

the risk that Fidelity Bank does not have the cash to pay the purchase price;

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the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement;

•

the consummation of the mergers and the other transactions contemplated by the merger agreement on terms different than those expected, including as a result of a modification of the merger agreement by all parties or as a result of a waiver by one or more parties to the merger agreement of any of the covenants or conditions in the merger agreement;

•

an adjustment to the merger consideration if the Company’s adjusted stockholders’ equity immediately prior to consummation of the mergers is less than the Company’s adjusted stockholders’ equity as of February 28, 2026;

•

the effect of the announcement or pendency of the mergers on the Company’s business relationships, operations, results, employees and business generally;

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the risk that the proposed mergers disrupts current plans and operations of the Company and potential difficulties in the Company’s employee retention as a result of the mergers;

•

risks related to diverting management’s attention from the Company’s ongoing business operations;

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the outcome of legal proceedings that may be instituted against the Company related to the merger agreement or the mergers;

•

the amount of unexpected costs, fees, expenses and other charges related to the mergers;

•

changes in general business, industry or economic conditions or competition;

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changes in any applicable law, rule, regulation, policy, guideline or practice governing or affecting financial institution holding companies and their subsidiaries or with respect to tax or accounting principles or otherwise;

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adverse changes or conditions in the capital and financial markets;

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changes in market interest rates or credit availability;

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the adequacy of loan loss reserves and changes in loan default and charge-off rates;

•

increased competition and its effect on pricing, spending, third-party relationships and revenues;

•

unanticipated regulatory or judicial proceedings and liabilities and other costs;

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changes in the cost of funds, demand for loan products or demand for financial services; and

•

other economic, competitive, governmental or technological factors affecting operations, markets, products, services and prices.

For additional factors that could materially affect our financial results and our business generally, please refer to the Company’s filings with the SEC, including but not limited to, the factors, uncertainties and risks described under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and its Quarterly Reports on Form 10-Q for the quarter ended March 31, 2026, and the other reports filed by the Company with the SEC and incorporated by reference. See “Where You Can Find More Information.” The Company undertakes no obligation to revise these statements following the date of this communication, except as required by law.

THE SPECIAL MEETING OF STOCKHOLDERS

This proxy statement is being provided to the holders of Affinity Bancshares, Inc. common stock as part of a solicitation of proxies by the Company’s board of directors for use at the special meeting of stockholders of the Company to be held virtually at the time specified below. This proxy statement provides the holders of Company common stock with information they need to know to be able to vote or instruct their vote to be cast at the special meeting.

General

The Company is furnishing this proxy statement to the record holders of the Company’s common stock as of [record date], which we refer to as the record date, for use at the special meeting of the stockholders of the Company, referred to herein as the special meeting.

Date, Time and Place

The special meeting will be held virtually on [meeting date], at [meeting time], Eastern time, by means of remote communications only.

Attending the Special Meeting

If you are a stockholder of record as of the record date, you may attend the meeting online by visiting https://www.cstproxy.com/affinitybancshares/sm2026. To participate in the virtual special meeting, you will need the 16-digit control number included on your proxy card or voting instruction form. You may register for the meeting as early as [meeting time], Eastern time, on [registration date].

Proposals and Business of the Special Meeting

At the special meeting, the Company’s stockholders will be asked to consider and vote on the following proposals:

Proposal 1 — The Merger Proposal — a proposal to approve the transactions contemplated by the Agreement and Plan of Merger, dated as of March 30, 2026, or the merger agreement, by and among the Company, Affinity Bank, Fidelity BancShares, Fidelity Bank and Merger Subsidiary, pursuant to which (i) Merger Subsidiary will merge with and into the Company, (ii) the Company will merge with and into Fidelity Bank, and (iii) Affinity Bank will merge with and into Fidelity Bank, which series of transactions are collectively referred to herein as the mergers, and which proposal is referred to herein as the merger proposal.

Proposal 2 — The Executive Compensation Proposal — a proposal to approve, on an advisory (non-binding) basis, compensation that may be paid or become payable to certain executive officers of the Company in connection with the mergers, which we refer to herein as the executive compensation proposal.

Proposal 3 — The Adjournment Proposal — a proposal to adjourn or postpone the special meeting of the stockholders of the Company to a later date or dates if the board of directors of the Company determines such an adjournment or postponement is necessary to permit solicitation of additional proxies if there are not sufficient votes at the time of the special meeting to approve the merger proposal, which we refer to herein as the adjournment proposal.

We are not aware of any other matters to be voted upon at the special meeting, other than procedural matters. We intend to conduct any business that properly comes before the special meeting.

Proposal 1 — The Merger Proposal

The Company is asking its stockholders to approve the merger agreement pursuant to which the mergers will be effected. Upon the terms and subject to the conditions set forth in the merger agreement, Merger

Subsidiary will merge with and into the Company with the Company as the surviving entity; the Company will then merge with and into Fidelity Bank with Fidelity Bank as the surviving entity; and Affinity Bank will merge with and into Fidelity Bank with Fidelity Bank as the surviving entity. Fidelity Bank will remain the wholly owned subsidiary of Fidelity BancShares, and the Company and Affinity Bank will cease to exist. This series of transactions is collectively referred to herein as the mergers.

As a stockholder of the Company, each of your shares of our common stock will automatically be converted into the right to receive $23.00 in cash, which amount is referred to herein as the merger consideration. The merger consideration is subject to downward adjustment to the extent the Company’s adjusted stockholders’ equity prior to the consummation of the mergers, as calculated under the merger agreement, is below the Company’s adjusted stockholders’ equity as of February 28, 2026.

For a detailed discussion of the mergers, including the terms and conditions of the merger agreement, see “Proposal 1 — The Merger Proposal” beginning on page 23 and “— Terms of the Merger Agreement” beginning on page 47. In addition, the Company’s stockholders are directed to the merger agreement, a copy of which is attached as Annex A to this proxy statement and incorporated in this proxy statement by reference.

Proposal 2 — The Executive Compensation Proposal

The Company is seeking stockholder approval, on an advisory (non-binding) basis, of the compensation that may be paid or become payable to certain executive officers of the Company in connection with the mergers. The arrangements under which such compensation would be paid were disclosed to Fidelity BancShares in connection with the negotiation of the mergers, and, pursuant to the merger agreement, the payment or nonpayment of these amounts will not affect the merger consideration.

Proposal 3 — The Adjournment Proposal

The Company is seeking stockholder approval to adjourn or postpone the special meeting to a later date or dates if the board of directors of the Company determinates such an adjournment or postponement is necessary to permit solicitation of additional proxies if there are not sufficient votes at the time of the special meeting to approve the merger proposal. If this adjournment proposal is approved, the special meeting could be adjourned to any date. If the special meeting is adjourned, stockholders of the Company who have already submitted their proxies will be able to revoke their proxy at any time prior to their use.

Recommendation of the Board of Directors

On March 30, 2026, the Company’s board of directors unanimously determined that the mergers, the merger agreement and the other transactions contemplated by the merger agreement are in the best interests of the Company and its stockholders, and it approved the merger agreement, the mergers, and the other transactions contemplated by the merger agreement.

Accordingly, the Company’s board of directors unanimously recommends that the Company’s stockholders vote as follows:

•

“FOR” the merger proposal;

•

“FOR” the executive compensation proposal; and

•

“FOR” the adjournment proposal.

Holders of Company common stock should read this proxy statement carefully and in its entirety, including the annexes, for more detailed information concerning the special meeting, the merger agreement, the mergers and the other transactions contemplated by the merger agreement.

Record Date; Stockholders Entitled to Vote

The record date for the special meeting is [record date], which we refer to herein as the record date. Only record holders of shares of Company common stock as of the close of business on the record date are entitled to notice of, and to vote at, the special meeting. At the close of business on the record date, [outstanding shares] shares of Company common stock were issued and outstanding and entitled to be voted at the special meeting.

How to Vote

A stockholder of record may vote by completing, signing, dating and returning the enclosed proxy card in the accompanying postage pre-paid return envelope, by attending the special meeting virtually and casting your vote during the live webcast of the special meeting, by telephone, or by voting electronically via the internet.

A stockholder holding the Company’s shares in street name may vote in accordance with the voting instruction form provided by the stockholder’s broker, bank or other nominee.

Quorum

No business may be transacted at the special meeting unless a quorum is present. Holders representing at least a majority of the shares of Company common stock entitled to be cast at the special meeting must be present, virtually, or represented by proxy, to constitute a quorum. All shares of Company common stock represented at the special meeting, including shares that are represented but that vote to abstain and broker non-votes, will be treated as present for purposes of determining the presence or absence of a quorum.

Votes Required for Approvals

The required votes to approve the proposals at the special meeting are as follows:

Proposal 1 — The Merger Proposal — Approval of the merger proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Company common stock entitled to vote at the special meeting. If you fail to authorize a proxy or to vote virtually at the special meeting, vote to abstain, or fail to instruct your broker, bank or other nominee how to vote on such proposal it will have the same effect as a vote “AGAINST” this proposal.

Proposal 2 — The Executive Compensation Proposal — Approval of the executive compensation proposal requires the affirmative vote of a majority of the votes cast. If you fail to authorize a proxy or vote virtually at the special meeting, or fail to instruct your broker, bank or other nominee how to vote on such proposal, or if you abstain from voting, it will have the no effect on the outcome of this proposal.

Proposal 3 — The Adjournment Proposal — Approval of the adjournment proposal requires the affirmative vote of a majority of the votes cast. If you fail to authorize a proxy or vote virtually at the special meeting, or fail to instruct your broker, bank or other nominee how to vote on such proposal, or if you abstain from voting, it will have the no effect on the outcome of this proposal.

Each director of the Company entered into a support agreement with the Company and Fidelity BancShares at the time the merger agreement was initially executed. Under the terms of the support agreement, such directors and executive officers have agreed to vote their shares of Company common stock in favor of the mergers and the other transactions contemplated by the merger agreement. As of [record date], the record date for the special meeting, these individuals held an aggregate of [insider shares] shares of Company common stock (excluding exercisable stock options), representing [insider %]% of the issued and outstanding shares of Company common stock, which totaled [outstanding shares] as of such date. See “Support Agreement” beginning on page 59 for additional information regarding the support agreement.

Voting by Proxy; Incomplete Proxies

If you were a record holder of Company common stock at the close of business on the record date, a proxy card is enclosed for your use. The Company requests that you vote your shares as promptly as possible, over the internet, by telephone or by submitting your properly executed proxy card by mail using the enclosed postage-paid envelope. When you vote your shares using one of the above methods, the shares of Company common stock represented by your proxy will be voted at the special meeting in accordance with the instructions contained in the proxy.

If a record holder returns an executed and dated proxy card without an indication as to how the shares of Company common stock represented by it are to be voted with regard to the proposals, the shares of Company common stock represented by the proxy will be voted in accordance with the recommendation of the Company’s board of directors and, therefore, such shares will be voted “FOR” all proposals. We are not aware of any other matters to be voted upon at the special meeting, other than procedural matters. We intend to conduct any business that properly comes before the special meeting. The proxy holders will vote the shares represented by properly completed proxy cards in accordance with the board’s recommendations on any other matters that may properly come before the special meeting.

Your vote is important. Accordingly, if you were a record holder of Company common stock on the record date, please vote your proxy, over the internet, by phone or by mail, whether or not you plan to attend the special meeting virtually.

Revocability of Proxies and Changes to Stockholder’s Vote

A stockholder entitled to vote at the special meeting may revoke a proxy at any time before the vote on the proposals at the special meeting. If you wish to revoke or change your proxy, then you must take one of the following actions:

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deliver written notice of revocation to the Secretary of the Company that you have revoked your proxy, which written revocation must be received by the Corporate Secretary before your shares are voted at the special meeting;

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deliver a signed proxy card bearing a later date than the proxy card that such stockholder desires to revoke;

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casting a new vote by telephone or via the internet at any time before 11:59 p.m. Eastern time on [internet voting deadline]; or

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attend the special meeting virtually and cast your vote during the live webcast of the special meeting.

Merely attending the special meeting virtually will not, by itself, revoke your proxy; a stockholder attending the special meeting virtually must cast a vote at the special meeting at the appropriate time in order to revoke a previously delivered and properly completed proxy card. The latest valid vote that the Company receives before the polls close at the special meeting is the vote that will be counted for each stockholder.

Solicitation of Proxies

The Company’s board of directors is soliciting proxies for the special meeting from holders of Company common stock entitled to vote at the special meeting. The cost of solicitation of proxies for the special meeting will be borne by the Company. The Company has retained Laurel Hill to assist in the solicitation of proxies for a fee of $7,500 plus related fees for any additional services and reasonable out-of-pocket expenses. In addition, the Company’s officers and employees may also solicit proxies by mail, telephone, facsimile, electronic mail or in person, but no additional compensation will be paid to them.

Assistance

If you need assistance in completing your proxy card, have questions regarding the special meeting or would like additional copies of this proxy statement, please contact Laurel Hill Advisory Group, LLC at 2 Robbins Lane, Suite 201, Jericho, New York 11753. Banks and brokers can call (516) 933-3100, while all others can call (888) 742-1305, toll-free.

PROPOSAL 1 — THE MERGER PROPOSAL

The following information describes material aspects of the mergers as provided for under the merger agreement. It is not intended to be a complete description of all information relating to the mergers and is qualified in its entirety by reference to the merger agreement, a copy of which is included as Annex A and is incorporated herein by reference. We urge you to read the merger agreement in its entirety. This summary and the copy of the merger agreement attached to this document as Annex A are included solely to provide investors with information regarding the terms of the merger agreement. They are not intended to provide factual information about the parties or any of their respective subsidiaries or affiliates.

Parties to the Mergers

TFB Merger Subsidiary, Inc. is a North Carolina corporation that was incorporated in 2026. It has been incorporated solely to facilitate the mergers.

The Mergers

Fidelity BancShares, Fidelity Bank, Merger Subsidiary, the Company and Affinity Bank entered into an Agreement and Plan of Merger, dated as of March 30, 2026, which we refer to as the merger agreement. Upon the terms and subject to the conditions set forth in the merger agreement, Merger Subsidiary will merge with and into the Company, with the Company as the surviving entity. The Company will then merge with and into Fidelity Bank, with Fidelity Bank as the surviving entity. Finally, Affinity Bank will merge with and into Fidelity Bank, with Fidelity Bank as the surviving entity. Fidelity Bank will continue as the wholly owned subsidiary of

Fidelity BancShares following the mergers, and the Company and Affinity Bank will cease to exist. This series of transactions is collectively referred to herein as the mergers.

Merger Consideration

Each outstanding share of Company common stock will be converted into the right to receive $23.00 per share, subject to downward adjustment to the extent the Company’s adjusted stockholders’ equity prior to the consummation of the mergers, as calculated under the merger agreement, is below the Company’s adjusted stockholders’ equity as of February 28, 2026.

Adjustment to Merger Consideration

The merger consideration is subject to downward adjustment to the extent the Company’s adjusted stockholders’ equity prior to the consummation of the mergers is below the Company’s adjusted stockholders’ equity as of February 28, 2026.

Adjusted stockholders’ equity is calculated as total stockholders’ equity (A) plus the amount of any one-time cost, fee, obligation, or expense paid or accrued directly or indirectly by the Company in connection with or resulting from the negotiation and preparation of the merger agreement and the consummation of the mergers, including contract termination expenses, the acceleration of accruals due to the mergers, other accounting accruals made by the Company to conform its policies to be consistent with those of Fidelity Bank, change in control and severance payments, legal and financial advisor fees, and similar transaction-related expenses; (B) plus the amount, if any, of accumulated other comprehensive loss; and (C) less the absolute value of any shortfall in the Company’s allowance for credit losses, whichever is greater, when compared to the following: (1) the Company’s allowance for credit losses as of February 28, 2026 and (2) the Company’s allowance for credit losses as a percentage of gross loans as compared to the same percentage as of February 28, 2026.

If adjusted stockholders’ equity at the closing of the mergers is less than adjusted stockholders’ equity as of February 28, 2026, then the merger consideration will be reduced by an amount equal to the shortfall divided by the sum of (A) the number of shares of common stock outstanding and (B) the number of stock options outstanding.

Based upon our adjusted stockholders’ equity and allowance for credit losses as a percentage of gross loans as of April 30, 2026, we believe that there would be no adjustment to the merger consideration had the mergers been consummated in the month following that date.

Treatment of Stock Options

As of the record date, there were [outstanding options] outstanding options to purchase shares of Company common stock with a weighted average exercise price of $[exercise price] per share. If the mergers are completed, under the terms of the Company’s stock incentive plans, each option to purchase shares of Company common stock that is outstanding and unexercised as of the third business day preceding the effective time of the mergers will automatically become fully vested and exercisable to the full extent of the original grant. Additionally, under the terms of the Company’s incentive stock plans, the Company will cause all outstanding and unexercised options as of the effective time of the mergers to be canceled in exchange for the merger consideration minus the exercise price of such option.

Holders of vested options may choose to exercise their options at any time before the third business day preceding consummation of the mergers. The exercise price for the shares of Company common stock to be purchased on the exercise of any option may be paid (1) in cash, (2) by delivery of a number of then-held shares of Company common stock having an aggregate fair market value (as defined in the applicable stock incentive plan) equal to the aggregate exercise price of such shares, or (3) by having the Company withhold a number of shares Company common stock otherwise issuable upon the option exercise having an aggregate fair market value equal to the exercise price of such shares.

Treatment of Restricted Stock

As of the record date, there were [restricted stock] shares of unvested restricted stock outstanding. If the mergers are completed, under the terms of the Company’s stock incentive plans, each share of restricted stock that is outstanding immediately before the effective time of the mergers will automatically vest and become an unrestricted share of Company common stock at the effective time of the mergers. Holders of such shares will receive the merger consideration, less any required deductions or withholdings.

Background of the Mergers

The Company’s and the Bank’s boards of directors and senior management have periodically reviewed and assessed the Company’s strategic alternatives and the business and regulatory environments facing the Company and the Bank. As part of this process, the Company’s board of directors has periodically considered strategic alternatives, and has consulted periodically with representatives of Performance Trust regarding these matters. Performance Trust is a nationally recognized investment banking firm with substantial experience advising financial institutions with respect to mergers and acquisitions and other matters. Performance Trust served as the Company’s marketing agent in connection with its 2017 and 2021 public offerings, as well as with respect to the Company’s acquisition of Affinity Bank in 2020 and the Company’s proposed sale to Atlanta Postal Credit Union.

Additionally, Edward J. Cooney, President and Chief Executive Officer of the Company and the Bank, has had numerous conversations with the chief executive officers and investment banker representatives of various regional financial institutions with respect to merging with or being acquired by the Company. In each conversation, discussions centered on obtaining an understanding of strategic and operational value of a combination, cultural alignment of the organizations and roles of employees, management and the board of directors. Conversations were shared with the Company’s board of directors to build awareness and an understanding of the relative differences among the institutions.

In January 2025, President and Chief Executive Officer Cooney was introduced to the Chief Executive Officer of a bank holding company headquartered in the Southeastern United States (“Company A”) at a banking conference. The Chief Executive Officer of Company A indicated that it was interested in learning more about the Company to determine if a possible merger might be optimal for both parties. Mr. Cooney reported this discussion to the board of directors. The management teams of Company A and the Company met in March and April. On April 4, 2025, the Company and Company A entered into a confidentiality agreement. The confidentiality agreement did not include any standstill provisions, such as restrictions on transactions involving the Company’s publicly traded securities. Company A was granted access to due diligence materials, including financial information, that might facilitate the submission of a merger proposal.

During the first half of 2025, President and Chief Executive Officer Cooney also held multiple discussions with the Chief Executive Officer of a bank holding company headquartered in the Southeastern United States (“Company B”). Mr. Cooney reported these discussions to the board of directors. On April 10, 2026, the Company and Company B entered into a confidentiality agreement. The confidentiality agreement did not include any standstill provisions, such as restrictions on transactions involving the Company’s publicly traded securities. Company B was granted access to due diligence materials, including financial information, that might facilitate the submission of a merger proposal.

Following continued discussions, in May of 2025, Mr. Cooney and representatives of Performance Trust met with representatives of Company B, and Company B proposed a reverse merger transaction whereby Company shares would be the transaction currency issued in the transaction, although the proposed pro forma ownership for the Company’s stockholders would be a minority of the combined company. On May 21, 2025, Company B provided an LOI with a transaction value for the Company of $113.0 million, or $18.52 per share of Company common stock. Company B intended to terminate and liquidate all Company employment agreements, meaning that all benefits thereunder would be paid to the relevant executive upon completion of the transaction. Company B intended to review Mr. Cooney’s Supplemental Executive Retirement Plan and determine whether to leave it in place or to terminate it and pay out the related benefits. Company B also anticipated offering to Mr. Cooney a substantial role in executive leadership of the combined company and a

new employment agreement, and further anticipated offering key positions to other members of the Company’s leadership team, and anticipated offering new employment agreements as appropriate.

Mr. Cooney met with the Company’s Executive Committee, which instructed Performance Trust to contact Company B’s representatives and indicate that the proposed pro forma ownership for the Company’s stockholders in the proposed transaction was unsatisfactory given the Company’s financial contribution to the pro forma company. On June 3, 2025, Company B provided an updated LOI with financial terms that would result in greater pro forma ownership for the Company’s stockholders than was proposed in the May 21, 2025 LOI, but still a minority of the combined company. The transaction value for the Company of the updated proposed consideration remained unchanged.

Following discussions between the investment bankers of Company A and the Company, on June 24, 2025, Company A submitted a non-binding letter of intent (“LOI”) indicating its interest in pursuing a transaction with the Company and the Bank. The LOI proposed a transaction whereby Company A would acquire the Company and the Bank for a combination of stock and cash valued at between $21.00 and $21.50 per share of Company common stock. Company A proposed continuing employment roles for President and Chief Executive Officer Cooney, Executive Vice President and Chief Credit Officer Clark Nelson and Executive Vice President of Lending Elizabeth Galazka, and would honor all previously disclosed agreements providing severance or other benefits to the Company’s senior management.

On June 24, 2025, the Company’s board of directors met to discuss the LOIs submitted by Companies A and B. Following these discussions, the board determined to execute the LOI with Company A and to discontinue discussions with Company B. On August 13, 2025, following continued due diligence and the preliminary negotiation of a definitive merger agreement, Company A revised its pricing indication to a transaction involving stock and cash consideration valued at $21.40 in stock and $21.80 in cash. On August 18, 2025, the Company’s board of directors authorized proposing a counter-offer, increasing the value of the stock consideration to $21.95 per share as Company A’s stock price had increased since the execution of the LOI. Company A declined to increase the value of the stock consideration, and the Company’s board of directors determined to discontinue discussions with Company A.

In October 2025, a representative of Raymond James, on behalf of Fidelity, contacted a representative of Performance Trust to express Fidelity’s interest in initiating merger discussions with the Company. On October 14, 2025, President and Chief Executive Officer Cooney and other representatives of the Company’s executive management met with representatives of Raymond James and Performance Trust, as well as Fidelity’s President and Chief Executive Officer, Mary Willis. The parties discussed each bank’s respective business strategies, operations, cultures, markets and future prospects. No pricing terms were discussed. The parties agreed to continue discussions, and on October 21, 2025, the Company, the Bank and Fidelity entered into a mutual confidentiality agreement to facilitate further discussion by allowing for the sharing of non-public information between the parties and, ultimately, for detailed reciprocal due diligence. The confidentiality agreement did not include any standstill provisions, such as restrictions on transactions involving the Company’s publicly traded securities. Following the execution of the confidentiality agreement, Fidelity was given access to a virtual data room containing information regarding the Company and the Bank. The management teams of the Company and Fidelity held numerous discussions over the next several months to better familiarize Fidelity’s management team with all aspects of the Company’s operations.

On January 20, 2026, a representative of Raymond James verbally expressed Fidelity’s proposed price to acquire the Company for $23.00 per share for each share of Company common stock as well as a cash-out of Company stock options based on the current in-the-money value. The representative also stated that Fidelity had little interest in participating in a competitive process, and may not maintain its current interest in the Company if the Company were to initiate a process and later return to Fidelity to execute a transaction.

At a board meeting held January 22, 2026, representatives of Performance Trust attended the meeting and participated in certain discussions regarding the strategic direction of the Company. The board discussed the Company’s strengths and challenges with respect to market conditions, as well as potential strategic alternatives, including remaining independent and selling control to another financial institution. The board also considered nationwide peer group performance and a comparison of the Company to those companies. The board

reviewed an overview of Fidelity, and then discussed the financial terms of Fidelity’s verbal proposal. The board reviewed pricing metrics of a proposed transaction, and discussed various potential partners for Affinity, including conversations that had been held between representatives of Performance Trust and/or Mr. Cooney and these companies. The board considered a list of 11 potential parties who could be interested in pursuing a transaction with the Company and the Bank, with a focus on eight companies who were believed to either have a high interest level or a medium-to-low interest level in pursuing a transaction with the Company. An analysis of these companies indicated a range of values that could be paid for the Company between $19.90 and $25.25. The analysis evaluated the potential partners’ capacity to pay based on parameters related to tangible book value earnback, initial tangible book value per share dilution, pro forma tangible common equity/tangible assets, internal rate of return, earnings per share accretion and form of consideration typically utilized by acquirers when determining the maximum valuation that an acquirer could pay for a seller. Two of the eight companies (“Company C” and “Company D”) had recently held meetings with Mr. Cooney and had indicated possible interest in merging with the Company if the Company decided to merge with another financial institution. However, the analysis indicated that neither Company C nor Company D could likely pay a price equal to or greater than that offered by Fidelity. Four companies were considered able to potentially pay a price in excess of the price offered by Fidelity. The board reviewed additional information relating to Fidelity, as well as Fidelity and the Company on a combined basis. The board then agreed to take no action at that time, but would review the LOI over the weekend with a follow-up board meeting scheduled for January 27, 2026.

On January 22, 2026, a representative of one of the four companies noted as possibly being able to pay a price in excess of that offered by Fidelity spoke with a representative of Performance Trust, indicating that it was not interested in pursuing a transaction with the Company.

On January 23, 2026, Fidelity submitted a non-binding LOI indicating its interest in pursuing a transaction with the Company and the Bank. The LOI proposed a transaction whereby Fidelity would acquire the Company and the Bank in an all-cash transaction for $23.00 per share of Company common stock. The consideration would be subject to reduction based on the Company’s net worth at the closing of the transaction. The LOI indicated Fidelity’s intention to honor all of the Company’s existing written agreements providing retirement or other change of control benefits to senior management in accordance with the terms of such plans and to the extent they did not trigger excise taxes or other adverse tax consequences under Section 280G of the Internal Revenue Code. The LOI did not propose that any representatives of the Company would become members of the board of directors of Fidelity. The LOI provided that the Company and the Bank would negotiate exclusively with Fidelity for a period of 60 days from the date Affinity countersigned the LOI.

At a board meeting held January 27, 2026, representatives of Performance Trust attended the meeting and participated in certain discussions regarding the LOI received from Fidelity. The board reviewed updated analyses regarding potential partners for the Company and what they could pay in a transaction with the Company. The updated analyses, reflecting financial metrics of recently announced or completed merger transactions involving several of the potential partners, indicated three parties could potentially pay a price equal to or greater than the price offered by Fidelity. One company (“Company E”) was part of outreach from Performance Trust to discuss a potential transaction with the Company, but Company E did not respond to the outreach from Performance Trust. A second company (“Company F”) was considered able to a pay a slight premium compared to that offered by Fidelity, but a transaction with Company F was considered to have heightened transaction risk due to the Company’s size relative to Company F, as well as the expectation that Company F would offer all-stock consideration. A third company (“Company G”), was considered to be able to pay a price equal to that offered by Fidelity, but had publicly expressed minimal interest in pursuing merger transactions. In addition to the updated analyses, the Board discussed the advantages and disadvantages of accepting stock consideration in a transaction, including potential downside price risk, given the recent stock price performance of the NASDAQ Bank Index and several of the companies included in the updated analyses. Following this discussion, the board voted to instruct Performance Trust to submit a counter-offer to Fidelity of $24.00 per share of Company common stock, and to determine how the minimum equity provision would be calculated.

A representative of Performance Trust presented the Company’s counter-offer to a representative of Raymond James, who responded on behalf of Fidelity that it would not increase its offer price per share. On January 30, 2026, Fidelity submitted a revised LOI, which continued to propose transaction pricing of $23.00

per share of Company common stock. Following informal discussions between the Board, President and Chief Executive Officer Edward Cooney countersigned the LOI on behalf of the Company on January 30, 2026.

In early February, as part of its regular business discussions with representatives of financial institutions about current strategic priorities, and not on behalf of Affinity, a representative of Performance Trust spoke with a representative of Company G, who indicated that Company G was not interested in pursuing merger transactions at that time. Similarly, also in early February 2026, as part of its regular business discussions with representatives of financial institutions about current strategic priorities, and not on behalf of Affinity, a representative of Performance Trust spoke with a representative of Company F, who indicated that Company F was focused on internal strategic priorities and had minimal interest in pursuing merger transactions at that time.

At the board meeting held February 26, 2026, the board reviewed with special legal counsel, Luse Gorman, PC (“Luse Gorman”), the directors’ fiduciary duties in general, as well as in a merger or sale transaction The board also reviewed with Performance Trust updates to the previously discussed capacity-to-pay analyses, reflecting recent stock market activity, as well a valuation summary of the offer from Fidelity and the Company’s standalone projections, compared to regional and nationwide companies and transactions, all of which supported the Company’s continuing discussions with Fidelity.

Over the following weeks, Fidelity conducted due diligence on the Company and the Company conducted reverse due diligence on Fidelity. On March 10, 2026, Fidelity’s legal counsel distributed an initial draft of the merger agreement to Luse Gorman.

Between March 10, 2026, and March 30, 2026, multiple drafts of the merger agreement were exchanged, and representatives of Fidelity’s legal counsel and representatives of the Company’s legal counsel participated in calls to discuss and negotiate various matters, including the merger agreement and other ancillary agreements and documents.

On March 20, 2026, Fidelity’s counsel distributed an initial draft of a settlement agreement with respect to existing employment agreements, which included post-transaction non-solicitation provisions and, in some cases, non-competition provisions, to be entered into between the Company and the Company’s executive officers, including Mr. Cooney.

On March 26, 2026, the boards of directors of the Company and the Bank held a special meeting, with representatives of Performance Trust and Luse Gorman in attendance, to discuss the then-current status of the merger agreement negotiations. The boards of directors reviewed the terms of the transaction based on the proposed consideration, and again considered the prospects of the Company and the Bank on a standalone basis. Legal counsel again discussed the directors’ fiduciary duties in connection with the proposed transaction. Legal counsel reviewed the most recent draft of the merger agreement and, together with management, updated the boards of directors on terms that were still under negotiation. The board reviewed the proposed executive compensation arrangements that would be entered into in connection with the merger agreement.

The boards of directors met on March 30, 2026, with representatives of Performance Trust and legal counsel in attendance, to review the final merger agreement and ancillary documents, and to consider the approval of the merger agreement and the transactions contemplated by it. Before the meeting, the boards of directors had been provided the proposed merger agreement and a financial presentation prepared by Performance Trust. Legal counsel again discussed the directors’ fiduciary duties in connection with the proposed transaction. The board reviewed in detail the pricing and other financial terms of the proposed merger agreement. At this meeting, Performance Trust reviewed the financial aspects of the proposed transaction and rendered to the boards an opinion to the effect that, as of such date and subject to the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by Performance Trust as set forth in its opinion, the consideration to be paid to stockholders of the Company in the proposed transaction was fair, from a financial point of view, to the holders of Company common stock. All questions posed by the directors were answered by management, representatives of Performance Trust or legal counsel, as appropriate. Legal counsel also discussed the proposed resolutions regarding the proposed transaction that the independent members of the boards (all directors except for Mr. Cooney) would be requested to approve, as well as the proposed resolutions regarding the proposed transaction that the full boards would be requested to approve. After

further discussion, the independent members of the boards of directors voted unanimously to approve the merger agreement with Fidelity in substantially the form presented and voted unanimously to approve the executive compensation arrangements of Mr. Cooney. Following this vote, and after considering the proposed merger agreement, and ancillary documents, and again discussing the proposed executive compensation arrangements that would be entered into in connection with the merger agreement, and taking into consideration the matters discussed at the meeting and at prior meetings of the boards of directors, the boards of directors voted unanimously to approve the merger agreement in substantially the form presented, to approve the executive compensation arrangements of all of the Company’s “Named Executive Officers,” to recommend that Company stockholders vote to approve the merger agreement and the transactions contemplated by the merger agreement, and to authorize management, with the assistance of counsel, to finalize and execute the merger agreement and all related documents.

On March 30, 2026, the Company, the Bank and Fidelity executed the merger agreement and each director of the Company executed and delivered to Fidelity a voting agreement. On March 30, 2026, following the closing of the stock markets, the Company, the Bank and Fidelity issued a joint press release to publicly announce the execution of the merger agreement.

The Company’s Reasons for the Mergers

After careful consideration, at its meeting on March 30, 2026, the Company’s board of directors determined that the merger agreement and the transactions contemplated therein, including the mergers, were in the best interests of the Company and its stockholders. Accordingly, the Company’s board of directors unanimously approved the merger agreement and transactions contemplated therein, including the mergers, and unanimously recommends that our stockholders vote “FOR” the approval of the merger proposal.

Before approving the merger agreement and the mergers, the Company’s board of directors consulted with legal counsel as to its fiduciary duties and the terms of the merger agreement. In addition, the Company’s board of directors evaluated, with the help of its financial advisor, the financial, market and other considerations bearing on the decision to recommend the merger proposal. The board of directors believes that, in addition to benefiting our stockholders, the mergers will create an organization that is better able to serve Affinity Bank’s customers and its market area.

The terms of the merger agreement, including the merger consideration, were the result of arm’s length negotiations between our representatives and representatives of Fidelity BancShares and Fidelity Bank, with the assistance of legal counsel and our financial advisor, Performance Trust. In reaching its determination that the mergers are in the best interest of the Company and its stockholders, the Company’s board of directors carefully considered a number of factors, including:

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the merger consideration expected to be received by the stockholders of the Company relative to the recent trading prices, book value, and earnings per share of Company common stock;

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the financial terms of recent business combinations in the financial services industry and a comparison of the multiples of selected combinations with the terms of the proposed transaction with Fidelity BancShares and Fidelity Bank;

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the strategic rationale for the mergers;

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the expectation that the combined institution will have a strong capital position upon completion of the mergers;

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its knowledge of the current and prospective environment in the financial services industry in general, including economic conditions and the interest rate and regulatory environments, increased operating costs resulting from regulatory and compliance mandates, increasing competition from both banks and non-bank financial and financial technology firms, current

financial market conditions and the likely effects of these factors on the Company’s potential growth, development, productivity and strategic options;

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its view with respect to other strategic alternatives potentially available to the Company, including continuing as a stand-alone company, engaging in a strategic combination with another party or a sale to a potential acquirer, and its belief as to the availability of these alternatives and that any such available alternatives would not deliver the financial benefits that could be achieved in the proposed mergers;

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the competitive and regulatory environment for financial institutions generally;

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its review and discussions concerning the due diligence examination of the operations, financial condition, credit quality, earnings, risk management and regulatory compliance programs and prospects of Fidelity BancShares and Fidelity Bank;

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the premium to the Company’s stockholders based on the estimated per share merger consideration amount;

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the impact of the mergers on the Company’s employees, suppliers, creditors, and customers, as well as the communities served by Affinity Bank;

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the expectation that the requisite regulatory approvals could be obtained in a timely fashion;

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the opinion, dated March 30, 2026, of Performance Trust to the Company’s board of directors as to the fairness, from a financial point of view and as of the date of the opinion, to the holders of the Company’s common stock of the merger consideration to be received in the mergers, as more fully described below under “— Opinion of Financial Advisor”;

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the terms of the merger agreement, which the Company and Affinity Bank reviewed with their legal advisor, including the representations, warranties, covenants, deal protection and termination provisions contained therein;

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the legal analyses presented by Luse Gorman, PC as to the structure of the mergers, the merger agreement, the fiduciary and legal obligations applicable to directors when considering a sale or merger of a company, and the process that the Company and Affinity Bank (including the boards of directors) employed in considering the mergers;

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the results of Performance Trust’s contacting other potential partners who could be interested in pursuing a transaction with the Company and Affinity Bank;

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under the terms of the merger agreement, the ability of the Company’s board of directors, to respond to an unsolicited third-party proposal and/or to withdraw its recommendation to the Company’s stockholders;

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the effects of the mergers on Affinity Bank’s employees, including the prospects for continued employment and the severance and other benefits agreed to be provided by Fidelity Bank; and

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the impact on depositors, customers and communities served by Affinity Bank and the expectation that the combined entity will continue to provide quality service to the communities and customers currently served by Affinity Bank.

Our board of directors also considered various risks relating to the mergers and the transactions contemplated by the merger agreement, including:

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the potential for reduction to the merger consideration to be received by the Company’s stockholders under the merger agreement;

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the possible diversion of management attention and resources from other strategic opportunities and operational matters while working to implement the mergers and integrate the company and bank entities;

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the risk of losing key employees during the pendency of the mergers;

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the restrictions on the conduct of the Company’s and Affinity Bank’s business during the period between execution of the merger agreement and the consummation of the mergers, which could potentially delay or prevent the Company and Affinity Bank from undertaking business opportunities that might arise or certain other actions it might otherwise take with respect to its operations absent the pendency of the mergers;

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the potential effect of the mergers on Affinity Bank’s overall business, including its relationships with customers, employees, suppliers and regulators;

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the fact that Company stockholders are not entitled to appraisal or dissenters’ rights in connection with the mergers;

•

the regulatory approvals required in connection with the mergers, and the risk that such regulatory approvals will not be received or will not be received in a timely manner or may impose burdensome or unacceptable conditions;

•

the fact that the merger agreement contains certain restrictions on the ability of the Company to solicit proposals for alternative transactions or engage in discussions regarding such proposals, including the requirement for Affinity Bank to pay Fidelity BancShares a cash termination fee in certain circumstances;

•

the potential for legal claims challenging the mergers;

•

the risk that the mergers may not be completed despite the combined efforts of the Company, Affinity Bank, Fidelity BancShares, Fidelity Bank and Merger Subsidiary or that completion may be unduly delayed, including as a result of delays in obtaining the requisite regulatory approvals; and

•

the other risks described under the sections entitled “Cautionary Statement Concerning Forward-Looking Statements.”

The reasons, factors and risks set out above are not intended to be exhaustive but do include the material factors considered by the Company’s board of directors in approving the merger agreement, mergers, and other transactions contemplated by the merger agreement. In reaching its determination, the Company’s board of directors did not assign any relative or specific weights to different factors, and individual directors may have given different weights to different factors. Based on the reasons stated, the board determined that execution of the merger agreement and the consummation of the transactions contemplated by the merger agreement, including the mergers, were in the best interest of the Company and its stockholders, and therefore the Company’s board of directors unanimously approved the merger agreement, including the mergers.

Opinion of Financial Advisor

The Company retained Performance Trust to act as financial advisor to the Company board in connection with the Company’s consideration of a possible business combination. The Company selected Performance Trust to act as its financial advisor based on, among other things, its view that Performance Trust is a leading investment banking firm in the community banking industry. In the ordinary course of its investment banking business, Performance Trust is regularly engaged in the valuation of financial institutions and their securities in connection with mergers and acquisitions and other corporate transactions.

Performance Trust acted as financial advisor to the Company board in connection with the merger and participated in the negotiations leading to the execution of the merger agreement. At the March 30, 2026 meeting where the Company board considered the merger and the merger agreement, Performance Trust delivered to the board its oral opinion, which was subsequently confirmed in writing on March 30, 2026, to the effect that, as of such date, the merger consideration was fair to the holders of the Company common stock from a financial point of view. The full text of Performance Trust’s opinion is attached as Annex B to this proxy statement. The opinion outlines the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Performance Trust in rendering its opinion. The description of the opinion set forth below is qualified in its entirety by reference to the full text of the opinion. Holders of the Company common stock are urged to read the entire opinion carefully in connection with their consideration of the proposed merger.

Performance Trust’s opinion was directed to the Company board in connection with its consideration of the merger and the merger agreement and does not constitute a recommendation to any stockholder of the Company as to how any such stockholder should vote at any meeting of stockholders called to consider and vote upon the approval of the merger agreement. Performance Trust’s opinion was directed only to the fairness, from a financial point of view, of the merger consideration to the holders of the Company common stock and did not address the underlying business decision of the Company to engage in the merger, the form or structure of the merger or any other transactions contemplated in the merger agreement, the relative merits of the merger as compared to any other alternative transactions or business strategies that might exist for the Company or the effect of any other transaction in which the Company might engage. Performance Trust also did not express any opinion as to the fairness of the amount or nature of the compensation to be received in the merger by any officer, director or employee of the Company, or any class of such persons, if any, relative to the compensation to be received in the merger by any other stockholder. Performance Trust’s opinion was approved by Performance Trust’s fairness opinion committee.

In connection with its opinion, Performance Trust reviewed and considered, among other things:

•

Reviewed the draft Agreement and Plan of Merger dated as of March 30, 2026 (the “merger agreement”) and certain related documents;

•

Reviewed certain publicly available business and financial information relating to the Company and Fidelity BancShares, including reports filed with the Securities and Exchange Commission, the FDIC, and the Federal Reserve;

•

Reviewed certain other business, financial and operating information relating to the Company and Fidelity BancShares provided by management of the Company and Fidelity BancShares, including a budget for the Company prepared by the management of the Company and a budget for Fidelity BancShares prepared by the management of Fidelity BancShares;

•

Discussed the past and current operations, financial condition, and the prospects of the Company and Fidelity BancShares with senior executives of both institutions, including discussions regarding the proposed merger;

•

Reviewed certain financial terms of the proposed merger and compared certain of those terms with the publicly available financial terms of certain similar transactions that have been effected or announced;

•

Reviewed certain financial data of the Company and compared that data with data for similar companies with publicly traded equity securities that Performance Trust deemed relevant; and

•

Considered such other information, financial studies, analyses, investigations, economic data, and market criteria that Performance Trust deemed relevant.

In rendering its opinion, Performance Trust assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available or supplied or otherwise made available to Performance Trust by the Company and Fidelity BancShares and formed a substantial basis for this opinion. Performance Trust further relied upon the assurances of the management of the Company that it is not aware of any facts or circumstances that would make such information inaccurate or misleading. With respect to the budget for the Company prepared by the management of the Company, Performance Trust assumed that it was reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of the Company as to the future financial performance of the Company. With respect to the budget for Fidelity BancShares prepared by the management of Fidelity BancShares, Performance Trust assumed that it was reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of Fidelity BancShares as to the future financial performance of Fidelity BancShares.

In addition, Performance Trust assumed that the merger will be consummated in accordance with the terms set forth in the merger agreement without any waiver, amendment or delay of any terms or conditions and that the merger agreement will not differ in any respect material to our analyses or opinion from the draft thereof furnished to it. Performance Trust assumed that, in connection with the receipt of all the necessary governmental, regulatory or other approvals and consents required for the proposed merger, no delays, limitations, conditions or restrictions will be imposed that would have an adverse effect on the contemplated benefits expected to be derived from the proposed merger. Performance Trust was not legal, tax, or regulatory advisors. Performance Trust served as financial advisors only and have relied upon, without independent verification, the assessment of the Company and its legal, tax, or regulatory advisors with respect to legal, tax, or regulatory matters.

Performance Trust did not express an opinion with respect to the fairness of the amount or nature of the compensation to be paid to any of the Company’s officers, directors or employees, or any class of such persons, relative to the merger consideration to be received by the holders of shares of the Company common stock in the merger. Performance Trust did not make any independent valuation or appraisal of the assets or liabilities of the Company, nor was it furnished with any such valuations or appraisals. In addition, Performance Trust is not an expert in evaluating loan, lease, investment, or trading portfolios for purposes of assessing the adequacy of the allowances for losses or evaluating loan servicing rights or goodwill for purposes of assessing any impairment thereto. Performance Trust did not make an independent evaluation of the adequacy of the Company’s allowances for such losses, nor did Performance Trust review any individual loan or credit files or investment or trading portfolios. In all cases, Performance Trust assumed that the Company’s allowances for such losses are adequate to cover such losses. Performance Trust did not evaluate the solvency of the Company or Fidelity BancShares or the solvency or fair value of the Company, Fidelity BancShares, or any other entity or person or their respective assets or liabilities under any state or federal laws relating to bankruptcy, insolvency, fraudulent conveyance, or similar matters.

Performance Trust’s opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to Performance Trust as of, the date hereof. Events occurring or coming to Performance Trust’s attention after the date hereof may affect this opinion and the assumptions used in preparing it, and Performance Trust does not assume any obligation to update, revise or reaffirm this opinion. Performance Trust expressed no view as to, and its opinion does not address, the underlying business decision of the Company to proceed with the merger or the relative merits of the merger as compared to any alternative business strategies that might be available for the Company.

In rendering its opinion, Performance Trust performed a variety of financial analyses. The summary below is not a complete description of all the analyses underlying Performance Trust’s opinion or the presentation made by Performance Trust to the Company board but is a summary of the material analyses performed and presented by Performance Trust. The summary includes information presented in tabular format. In order to fully understand the financial analyses, these tables must be read together with the accompanying text. The tables alone do not constitute

a complete description of the financial analyses. The preparation of a fairness opinion is a complex process involving subjective judgments as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. The process, therefore, is not necessarily susceptible to a partial analysis or summary description. Performance Trust believes that its analyses must be considered as a whole and that selecting portions of the factors and analyses to be considered without considering all factors and analyses, or attempting to ascribe relative weights to some or all such factors and analyses, could create an incomplete view of the evaluation process underlying its opinion. Also, no company included in Performance Trust’s comparative analyses described below is identical to the Company, and no transaction is identical to the merger. Accordingly, a comparative analysis of companies or transactions involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies and other factors that could affect the public trading values or transaction values, as the case may be, of the Company and the companies to which it was compared. In arriving at its opinion, Performance Trust did not attribute any particular weight to any analysis or factor that it considered. Rather, Performance Trust made qualitative judgments as to the significance and relevance of each analysis and factor. Performance Trust did not form an opinion as to whether any individual analysis or factor (positive or negative) considered in isolation supported or failed to support its opinion, rather, Performance Trust made its determination as to the fairness of the merger consideration to the holders of the Company common stock on the basis of its experience and professional judgment after considering the results of all its analyses taken as a whole. In performing its analyses, Performance Trust also made numerous assumptions with respect to industry performance, business and economic conditions and various other matters, many of which cannot be predicted and are beyond the control of the Company, Fidelity BancShares and Performance Trust. The analyses performed by Performance Trust are not necessarily indicative of actual values or future results, both of which may be significantly more or less favorable than suggested by such analyses. Performance Trust prepared its analyses solely for purposes of rendering its opinion and provided such analyses to the Company’s board at its March 30, 2026 meeting. Estimates on the values of companies do not purport to be appraisals or necessarily reflect the prices at which companies or their securities may actually be sold. Such estimates are inherently subject to uncertainty and actual values may be materially different. Accordingly, Performance Trust’s analyses do not necessarily reflect the value of the Company common stock or the prices at which the Company may be sold at any time. The analyses of Performance Trust and its opinion were among a number of factors taken into consideration by the Company board in making its determination to approve the merger agreement and the analyses described below should not be viewed as determinative of the decision of the Company board with respect to the fairness of the merger consideration.

Summary of Proposed Merger Consideration and Implied Merger Metrics. Performance Trust reviewed the financial terms of the proposed merger. Pursuant to the terms of the merger agreement, and for purposes of this opinion, Performance Trust assumed that each share of the Company common stock issued and outstanding immediately prior to the effective time will be converted into the right to receive $23.00 in cash. Additionally, Performance Trust assumed that each option granted by the Company to purchase shares of the Company’s common stock, whether vested or unvested, will be cancelled and the Company will pay the holder cash in an amount equal to (a) the per share merger consideration, less the exercise price of such option, multiplied by (b) the number of shares of the Company’ common stock covered by that option, and (c) less all such amounts as is required to be withheld for tax purposes.

Performance Trust calculated an aggregate implied transaction value of approximately $142.8 million and an implied purchase price per share of $23.00 based on the Company’s total shares outstanding of 6,094,885, excluding an additional 167,700 shares to be cancelled in connection with the termination of the Affinity Bank Employee Stock Ownership Plan (“ESOP”) and repayment of the related ESOP loan, and including the cash out of 622,439 options at a weighted average exercise price of $12.60 as of March 30, 2026.


Cash Deal Value Per Share ($)			23.00
Cash Consideration To Common Shareholders ($mm)⁽¹⁾			136.3
Consideration to Common Stock Equivalents ($mm)⁽²⁾			6.5
Aggregate Merger Consideration ($mm)			142.8

(1)

Based on the Company’s total common shares outstanding of 6,094,885 less 167,700 shares used to cancel the remaining principal of the ESOP

(2)

Based on the Company’s 622,439 options at a weighted average exercise price of $12.60

Based upon financial information for the Company as of or for year ended December 31, 2025, Performance Trust calculated the following implied merger metrics:


Merger Metrics Based on Consideration To Common Shareholders:
Total Consideration to Common Shareholders / Tangible Common Equity (12/31/25) (%)			128.6
Total Consideration to Common Shareholders / 2025 Actual Earnings (x)			16.4
Premium to Core Deposits (12/31/25) (%)⁽¹⁾			4.7

Merger Metrics Based on Aggregate Consideration With Common Stock Equivalents:
Deal Value / Tangible Common Equity (12/31/25) (%)			131.0
Deal Value / 2025 Actual Earnings (x)			17.1
Premium to Core Deposits (12/31/25) (%)⁽¹⁾			5.8

(1)

Core deposits calculated as total deposits less time deposit accounts with balances over $100,000 and foreign deposits

Comparative Company Analyses. Performance Trust used publicly available information to compare selected financial information for the Company with two groups of financial institutions selected by Performance Trust (the “Selected Regional Public Companies Group” and the “Selected National Public Companies Group”).

The Selected Regional Public Companies Group includes banks in the Southeast (defined by S&P Capital IQ Pro as AL, AR, FL, GA, MS, NC, SC, TN, VA, and WV) with total assets between $500 million and $2.0 billion traded on a major exchange (NASDAQCM, NASDAQGM, NASDAQGS, and NYSE) with TCE / TA between 8.5% and 16.0%, and excludes companies with negative LTM earnings, companies subject to announced mergers, and mutual holding companies.

The Selected Regional Public Companies Group consisted of the following companies:

The Selected National Public Companies Group includes U.S. banks with total assets between $500 million and $1.5 billion traded on a major exchange (NASDAQCM, NASDAQGM, NASDAQGS, and NYSE) with TCE /

TA between 8.5% and 16.0%; excludes companies with negative LTM earnings, companies subject to announced mergers, mutual holding companies, and companies deemed not relevant.

The Selected National Public Companies Group consisted of the following companies:


*The Selected National Public Companies Group*
1	First Capital, Inc.	6	Magyar Bancorp, Inc.
2	Provident Financial Holdings, Inc.	7	Auburn National Bancorporation, Inc.
3	First US Bancshares, Inc.	8	Summit State Bank
4	SR Bancorp, Inc.	9	Home Federal Bancorp, Inc. of Louisiana
5	Sound Financial Bancorp, Inc.

The analysis compared financial information for the Company as of or for the year ended December 31, 2025, with corresponding data for both the Selected Regional Public Companies Group and the Selected National Public Companies Group as of or for the year ended December 31, 2025, with pricing data as of March 27, 2026. The tables below set forth the data for the Company and the median, 75^th percentile, and 25^th percentile data for both the Selected Regional Public Companies Group and the Selected National Public Companies Group.


*Comparative Company Analysis: The Selected Regional Public Companies Group*
			Regional Public Companies Group
	The Company		Median		75th Percentile		25th Percentile
Balance Sheet (MRQ):
Total Assets ($mm)		882		1,702		1,825		1,155
TCE / TA (%)		12.6		9.5		10.0		9.0
Income Statement (LTM):
Core Return on Average Assets (%)⁽¹⁾		0.95		0.98		1.23		0.73
Core Return on Average Equity (%)⁽¹⁾		6.9		10.4		12.1		8.6
Net Interest Margin (%)		3.59		3.40		3.54		3.27
Net Overhead Ratio (%)⁽²⁾		2.14		1.89		1.63		2.05
Market Valuation:
Market Capitalization ($mm)		118.3		204.4		226.5		87.0
90-day Average Daily Trading Volume (shares)		2,982		9,093		18,385		4,817
Price / MRQ Tangible Book Value per Share (%)		108.5		119.4		133.7		90.9
Price / LTM Earnings per Share (x)⁽³⁾		15.0		11.5		15.4		10.8


*Comparative Company Analysis: The Selected National Public Companies Group*
			National Public Companies Group
	The Company		Median		75th Percentile		25th Percentile
Balance Sheet (MRQ):
Total Assets ($mm)		882		1,092		1,191		1,012
TCE / TA (%)		12.6		10.0		11.0		8.9
Income Statement (LTM):
Core Return on Average Assets (%)⁽¹⁾		0.95		0.68		0.97		0.55
Core Return on Average Equity (%)⁽¹⁾		6.9		6.9		9.5		5.6
Net Interest Margin (%)		3.59		3.45		3.54		3.13
Net Overhead Ratio (%)⁽²⁾		2.14		2.14		1.87		2.27
Market Valuation:
Market Capitalization ($mm)		118.3		102.1		125.2		85.3
90-day Average Daily Trading Volume (shares)		2,982		6,533		7,137		4,258
Price / MRQ Tangible Book Value per Share (%)		108.5		91.5		100.9		88.9
Price / LTM Earnings per Share (x)⁽³⁾		15.0		12.3		15.6		10.2

(1)

Core net income after taxes and before extraordinary items, excluding gain on the sale of HTM and AFS securities, amortization of intangibles, net income attributable to noncontrolling interest, goodwill and nonrecurring items as defined by S&P Capital IQ Pro

(2)

Net overhead ratio defined as noninterest expense less noninterest income, gain or loss on sale of securities, and amortization of intangibles divided by average assets

(3)

LTM P/E > 30.0x considered not meaningful (“NM”)

No company used as a comparison in the above comparative company analysis is identical to the Company. Accordingly, an analysis of these results is not mathematical. Rather, it involves complex considerations and subjective judgments concerning differences in financial and operating characteristics and prospects of the companies involved.

Analysis of Precedent Transactions. Performance Trust reviewed two groups of merger and acquisition transactions which included a regional and a national group. The regional group consisted of Southeast (defined by S&P Capital IQ Pro as AL, AR, FL, GA, MS, NC, SC, TN, VA, and WV) bank M&A transactions announced since January 1, 2022, where the target had assets between $500 million and $2.0 billion with tangible equity / tangible assets greater than 8.5%, and excludes transactions in which the target had negative LTM earnings, the equity ownership acquired was less than 100%, merger of equals, credit union buyers, investor group buyers and undisclosed deal values (“Selected Regional Transaction Group”).

The Selected Regional Transaction Group was composed of the following transactions:


*The Selected Regional Transaction Group:*
	Acquiror	Target

1	Colony Bankcorp, Inc.	TC Bancshares, Inc.
2	MetroCity Bankshares, Inc.	First IC Corporation
3	Seacoast Banking Corporation of FL	Heartland Bancshares, Inc.
4	Cadence Bank	FCB Financial Corp.
5	TowneBank	Village Bank and Trust Financial Corp.
6	Capital Bancorp, Inc.	Integrated Financial Holdings, Inc.
7	HomeTrust Bancshares, Inc.	Quantum Capital Corp.
8	The First Bancshares, Inc.	Beach Bancorp, Inc.
9	Seacoast Banking Corporation of Florida	Apollo Bancshares, Inc./Apollo Bank

The national group consisted of U.S. bank M&A transactions announced since January 1, 2025, where the target had assets between $500 million and $2.0 billion with tangible equity / tangible assets greater than 9.0%, and excludes transactions in which the target had negative LTM earnings, the equity ownership acquired was less than 100%, merger of equals, credit union buyers, investor group buyers and undisclosed deal values (“Selected National Transaction Group”).

The Selected National Transaction Group was composed of the following transactions:


*The Selected National Transaction Group:*
	Acquiror	Target
1	Esquire Financial Holdings, Inc.	Signature Bancorporation, Inc.
2	Community West Bancshares	United Security Bancshares
3	South Plains Financial, Inc.	BOH Holdings, Inc.
4	ServBanc Holdco, Inc.	IF Bancorp, Inc.
5	Third Coast Bancshares, Inc.	Keystone Bancshares, Inc.
6	Farmers National Banc Corp.	Middlefield Banc Corp.
7	Mid Penn Bancorp, Inc.	1st Colonial Bancorp, Inc.
8	First Financial Bancorp.	BankFinancial Corporation
9	Colony Bankcorp, Inc.	TC Bancshares, Inc.
10	Mercantile Bank Corporation	Eastern Michigan Financial Corporation
11	Investar Holding Corporation	Wichita Falls Bancshares, Inc.
12	NB Bancorp, Inc.	Provident Bancorp, Inc.
13	MetroCity Bankshares, Inc.	First IC Corporation
14	Old Second Bancorp, Inc.	Bancorp Financial, Inc.
15	Cadence Bank	FCB Financial Corp.
16	Glacier Bancorp, Inc.	Bank of Idaho Holding Company

Using the latest publicly available information prior to the announcement of the relevant transaction, Performance Trust reviewed the following transaction metrics: transaction price to tangible book value per share of the target; transaction price to last-twelve-months earnings per share of the target, and core deposit premium. Performance Trust compared the indicated transaction metrics for the transaction to the median, 75^th percentile, and 25^th percentile metrics of the Selected Regional Transaction Group as well as to the median, 75^th percentile, and 25^th percentile metrics of the Selected National Transaction Group.


*The Selected Regional Transaction Group:*
	Fidelity BancShares / The Company		Selected Regional Transaction Group
	Fidelity BancShares / The Company		Median		75th Percentile		25th Percentile
Target Financials:
MRQ Total Assets ($mm)		882		660		896		580
MRQ TE / TA (%)		12.6		12.2		13.2		9.4
LTM Return on Average Assets (%)		0.91		1.63		2.21		0.37
LTM Return on Average Equity (%)		6.6		12.0		19.1		3.4
MRQ NPAs / Assets (%)		0.40		0.37		0.03		1.49
Transaction Multiples:
Deal Value ($mm)		142.8		106.3		144.8		77.7
Price / Tangible Book Value (%)		131.0		158.1		172.7		127.2
Price / LTM Earnings (x)⁽¹⁾		17.1		8.7		12.3		5.4
Core Deposit Premium⁽²⁾		5.8		8.8		10.0		3.7


*The Selected National Transaction Group:*
	Fidelity BancShares / The Company		Selected Regional Transaction Group
	Fidelity BancShares / The Company		Median		75th Percentile		25th Percentile
Target Financials:
MRQ Total Assets ($mm)		882		1,214		1,528		798
MRQ TCE / TA (%)		12.6		10.8		12.2		9.4
LTM Return on Average Assets (%)		0.91		0.98		1.39		0.49
LTM Return on Average Equity (%)		6.6		9.4		14.3

SEC Form PREM14A filed by Affinity Bancshares Inc.