Affinity Bancshares, Inc. (Affinity) and its subsidiary Affinity Bank, National Association, will merge with Fidelity BancShares (N.C.), Inc. (Fidelity) and its subsidiary The Fidelity Bank. The transaction is an all-cash deal, with each Affinity stockholder receiving $23.00 per share of common stock. The total transaction value is approximately $142.8 million. The Per Share Merger Consideration is subject to adjustment if Affinity's adjusted stockholders' equity falls below its February 28, 2026 level. Affinity stock options will be cashed out based on their in-the-money value. The combined entity will have approximately $5.5 billion in total assets, $4.6 billion in total deposits, and $3.6 billion in loans. Fidelity will operate two branches in Georgia (from Affinity) in addition to its existing 52 North Carolina, two South Carolina, and one Virginia branches. The merger was unanimously approved by the Boards of Directors of both Affinity and Fidelity. The transaction is expected to close during the third quarter of 2026. Affinity's directors have entered into support agreements to vote their shares in favor of the merger. Edward J. Cooney (President and CEO), Clark Nelson (EVP and Chief Credit Officer), and Elizabeth Galazka (EVP, Professional Markets) have entered into Settlement and Restrictive Covenant Agreements. Mr. Cooney will receive $1,649,250 cash and a golf club membership. Mr. Nelson will receive $1,201,073 cash. Ms. Galazka will receive $707,905 cash. These executives are subject to non-solicitation covenants for 24 months; Mr. Cooney and Ms. Galazka also have non-competition clauses for 24 months, unless terminated without cause or voluntarily resign for good reason within one year of the merger.