AFBI Affinity Bancshares Inc

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:

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):

AFFINITY BANCSHARES, INC.

3175 Highway 278

Covington, Georgia 30014

(770) 786-7088

September 17, 2024

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 November 4, 2024, at 10:00 a.m., Eastern time. To attend the virtual special meeting online, please visit https://www.cstproxy.com/affinitybancshares/sm2024. 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 Purchase and Assumption Agreement, dated May 30, 2024, as amended, referred to herein as the purchase agreement, by and among the Company, Affinity Bank, National Association, or the Bank, and Atlanta Postal Credit Union, or Atlanta Postal, which provides for Atlanta Postal’s purchase of substantially all of the assets and assumption of substantially all of the liabilities (including deposit liabilities) of the Bank, which is referred to herein as the asset sale, and which proposal is referred to herein as the asset sale proposal.

You will also be asked at the special meeting to consider and vote upon a proposal to voluntarily dissolve and liquidate the Company and distribute its net assets, which would occur only following the completion of the asset sale, which proposal is referred to herein as the Company dissolution proposal. The Company dissolution and liquidation is conditioned on the completion of the asset sale. Therefore, if the asset sale does not occur for any reason, the dissolution and liquidation of the Company would be abandoned.

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 asset sale, 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 asset sale proposal or the Company dissolution proposal, or both, which proposal is referred to herein as the adjournment proposal.

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

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 November 4, 2024, at 10:00 a.m., Eastern time, by means of remote communication only, to consider and vote upon the following proposals:

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 September 13, 2024 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.

The asset sale and the Company dissolution are integral parts of a larger transaction contemplated by the purchase agreement, which we refer to herein as the sale transaction. The sale transaction consists of (i) the asset sale, (ii) the voluntary dissolution and liquidation of the Bank and the distribution of the Bank’s remaining net assets to the Company, which is referred to herein as the Bank liquidation, and (iii) the Company’s voluntary dissolution and liquidation, including the distribution of the Company’s remaining net assets to its stockholders. The Bank liquidation and the Company dissolution are expressly conditioned on the completion of the asset sale.

If the asset sale is completed no later than March 31, 2025, the Company estimates, based on the Company’s most recent analysis, that in connection with the distribution of its remaining net assets in connection with the Company dissolution, stockholders would receive one or more distributions in the aggregate amount of approximately $22.40 to $22.60 in cash for each share of the Company’s common stock. This estimated distribution per share is based on numerous assumptions, including the assumption that the asset sale closes during the first quarter of 2025, and is subject to change based on several factors that are discussed in the accompanying proxy statement. Accordingly, stockholders should not assume that the ultimate per share distribution to stockholders will be equal to or greater than $22.40 per share.

If you hold any shares of Company common stock in certificated form, in order to avoid potential delay in the receipt of any distribution in connection with the sale transaction, we strongly encourage you to convert your

certificated shares of Company common stock to book-entry shares of Company common stock by following the directions in the accompanying proxy statement.

At the special meeting, approval of the asset sale proposal and the Company dissolution proposal each 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 sale transaction can be completed only if the asset sale proposal and the Company dissolution proposal are approved by the stockholders at the special meeting. If the asset sale is not approved, the sale transaction will not occur and the Company will not be dissolved and no distributions will be made to stockholders, even if the Company dissolution proposal is approved by stockholders. If the asset sale is approved but the Company dissolution is not approved, the asset sale will still occur only if Atlanta Postal waives the condition in the purchase agreement that stockholders approve the Company dissolution before completion of the asset sale. However, the Company dissolution will not occur without further action of the Company and the distribution of the Company’s remaining net assets may be delayed.

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 September 23, 2024 to holders of the common stock of the Company as of September 13, 2024.

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 asset sale proposal; “FOR” the Company dissolution 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 purchase agreement, the sale transaction, 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

September 17, 2024

Covington, Georgia

SPECIAL MEETING OF STOCKHOLDERS OF

AFFINITY BANCSHARES, INC.

PROXY STATEMENT

TABLE OF CONTENTS

(i)

(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 asset sale fully, and for a more complete description of the legal terms of the asset sale, 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) “Atlanta Postal” refers to Atlanta Postal Credit Union, a Georgia-chartered credit union with its home office located in Atlanta, Georgia; (2) “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 (3) “Affinity Bank” and “the Bank” refer 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 Asset Sale (Page 27)

Upon the terms and subject to the conditions set forth in the Purchase and Assumption Agreement, dated as of May 30, 2024, as amended August 12, 2024, or the purchase agreement, by and among the Company, the Bank, and Atlanta Postal, Atlanta Postal will purchase substantially all of the assets and assume substantially all of the liabilities (including deposit liabilities) of the Bank, or the asset sale. Following the consummation of the asset sale, the Bank will wind up its business and surrender its banking charter, distribute its remaining assets and assign its remaining liabilities to the Company, and liquidate and dissolve (the “Bank liquidation”). The parties currently expect to complete the asset sale in the fourth quarter of 2024 or the first quarter of 2025, subject to satisfaction of the conditions described under “Proposal 1 — The Asset Sale Proposal — Terms of the Purchase Agreement — Conditions to the Asset Sale.”

Asset Sale Purchase Price (Page 28)

As consideration for the asset sale, Atlanta Postal will pay the Bank a cash purchase price equal to the sum of: (i) $22.50 per share of Company common stock outstanding as of closing following the termination of the Affinity Bank Employee Stock Ownership Plan (the “Stock Consideration”); (ii) the excess of $22.50 per share over the respective exercise price of Company stock options outstanding as of closing (the “Option Consideration”); (iii) the final value of the liquidation accounts maintained by the Company and the Bank for the benefit of certain depositors of the Bank (the “Depositor Liquidation Payment,” and, together with the Stock Consideration and the Option Consideration, the “Purchase Price”). In addition, the Purchase Price will be increased by $0.50 for every dollar that the taxes assessed against the Purchase Price, as estimated as of closing, is less than $17.5 million. The Company is also permitted to retain cash in the amount of the sum of: (a) $75,000, the purpose of which is to pay for third party costs and expenses incurred after the closing in connection with the Bank liquidation and Company dissolution and (b) an amount mutually agreed upon by Atlanta Postal and the Bank in connection with federal, state and local income taxes resulting from the asset sale being structured as a purchase of assets and assumption of liabilities, reduced by the amount of cash and value of other assets less other liabilities held by the Company as of closing (the “Retained Cash”). The Retained Cash also includes amounts necessary to pay certain expenses that cannot be paid by the Bank before the closing of the asset sale. The Purchase Price will be reduced dollar-for-dollar to the extent the Company pays dividends to its stockholders before the completion of the asset sale. For further information, see “Proposal 1 — The Asset Sale Proposal — Asset Sale Purchase Price.”

If the asset sale is completed, after the Bank satisfies its remaining liabilities and liquidates, and the Company pays, or provides for the payment of, all of its liabilities, the Company estimates that stockholders will receive one or more cash distributions in the aggregate amount of approximately $22.40 to $22.60 for each share of Company common stock. The range of $22.40 to $22.60 is based on, among other assumptions, an assumption that the asset sale will be consummated no later than March 31, 2025.

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Recommendation of the Company’s Board of Directors (Page 46)

The Company’s board of directors has determined that the purchase agreement and the transactions contemplated therein 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 Asset Sale Proposal — Recommendation of the Board of Directors.” The Company’s board of directors unanimously recommends that you vote “FOR” the asset sale proposal; “FOR” the Company dissolution proposal; “FOR” the executive compensation proposal; and “FOR” the adjournment proposal.

Opinion of Financial Advisor (Page 36)

Performance Trust Capital Partners, LLC, or Performance Trust, delivered its opinion to the Company’s board of directors that, as of May 30, 2024, and based upon and subject to the factors and assumptions set forth therein, the sum of the Stock Consideration, the Option Consideration and the Retained Cash to be paid by Atlanta Postal and/or retained by the Company pursuant to the purchase agreement is fair, from a financial point of view, to the Company’s stockholders.

The full text of the written opinion of Performance Trust, dated May 30, 2024, which sets forth, among other things, the assumptions made, matters considered and limits on the review undertaken, is attached as Annex C 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 purchase agreement, including the price of the asset sale. The Performance Trust opinion is not a recommendation as to how any holder of Company common stock should vote with respect to the asset sale or any other matter.

Interests of the Company’s Directors and Executive Officers in the Asset Sale (Page 46)

As discussed in “Proposal 1 — The Asset Sale Proposal — Interests of Directors and Executive Officers in the Asset Sale,” the interests of the Company’s directors and executive officers in the asset sale 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 asset sale; (b) entitlement to indemnification and liability insurance coverage under the purchase agreement for a period of six years after the closing of the asset sale; (c) the receipt of cash severance payments by executive officers in connection with the termination of their employment agreements; (d) executive officers entering into new employment agreements with Atlanta Postal; (e) accelerated vesting of benefits under a supplemental executive retirement plan, or SERP; and (f) 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 asset sale 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 asset sale. In addition, if the Company dissolution proposal is approved, the Company’s equity awards held by the Company’s executive officers will be treated in the same manner as all other outstanding Company equity awards as discussed in “Proposal 1 — The Asset Sale Proposal — Treatment of Equity Awards.”

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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 Atlanta Postal, the Company, and the 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.

Proposal 1 — The Asset Sale Proposal. To approve the purchase agreement, pursuant to which Atlanta Postal will purchase substantially all of the assets and assume substantially all of the liabilities (including deposit liabilities) of the Bank, all on and subject to the terms and conditions contained therein, which is referred to herein as the asset sale, and which proposal is referred to herein as the asset sale proposal (a copy of the purchase agreement, including the amendment dated August 12, 2024, is attached as Annex A);

Proposal 2 — The Company Dissolution Proposal. To approve the voluntary dissolution and liquidation of the Company pursuant to a Plan of Dissolution and Complete Liquidation whereby, following the completion of the asset sale, the Company will take all necessary action under applicable Maryland law to dissolve, make provision for its liabilities, wind up its affairs and distribute its remaining net assets, including the remaining net cash proceeds from the purchase price paid by Atlanta Postal in the asset sale, to the stockholders of the Company, which is referred to herein as the Company dissolution, and which proposal is referred to herein as the Company dissolution proposal;

Proposal 3 — 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 asset sale, which proposal is referred to herein as the executive compensation proposal; and

Proposal 4 — 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 asset sale proposal or the Company dissolution proposal, or both, 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.

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All unvested stock options and restricted stock awards will become fully vested upon completion of the asset sale. In addition, the Company’s employment agreements will be terminated and paid out, and the supplemental executive retirement plan with an executive officer will be paid out.

Subject to the completion of the asset sale and the Bank liquidation, the Company will take all necessary action under applicable Maryland law to dissolve, make provision for its liabilities, wind up its affairs and distribute its remaining net assets, including the remaining net cash proceeds from the purchase price paid by Atlanta Postal in the asset sale, to the stockholders of the Company. To complete the Company dissolution, the Company’s board of directors will adopt a Plan of Dissolution and Complete Liquidation, substantially in the form included as Annex B to this proxy statement.

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Proposal 1 — The Asset Sale Proposal. Approval of the asset sale 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.

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Proposal 2 — The Company Dissolution Proposal. Approval of the Company dissolution 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 3 — 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 4 — The Adjournment Proposal. Approval of the adjournment proposal requires the affirmative vote of a majority of the votes cast on the proposal.

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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.

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 asset sale proposal and the Company dissolution proposal each require 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” those proposals. 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.

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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.

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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 purchase agreement, proposed asset sale, the Bank liquidation and the Company dissolution, the anticipated timing of the sale transaction 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:

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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, 2023 and its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2024 and June 30, 2024, 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.

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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 September 13, 2024, 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 November 4, 2024, at 10:00 a.m., 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/sm2024. 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 10:00 a.m., Eastern time, on October 28, 2024.

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 Asset Sale Proposal — a proposal to approve the Purchase and Assumption Agreement, dated as of May 30, 2024, amended August 12, 2024, or the purchase agreement, by and among Atlanta Postal, the Company, and the Bank, pursuant to which Atlanta Postal will purchase substantially all of the assets and assume substantially all of the liabilities (including deposit liabilities) of the Bank, referred to herein as the asset sale, all on and subject to the terms and conditions set forth in the purchase agreement, which we refer to herein as the asset sale proposal.

Proposal 2 — The Company Dissolution Proposal — a proposal to approve the Company dissolution and liquidation pursuant to a Plan of Dissolution and Complete Liquidation whereby the Company will take all necessary action under applicable Maryland law to dissolve, make provision for its liabilities, wind up its affairs and distribute its remaining net assets, including the remaining net cash proceeds from the purchase price paid by Atlanta Postal in the asset sale, to the stockholders of the Company, which we refer to herein as the Company dissolution proposal.

Proposal 3 — 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 asset sale, which we refer to herein as the executive compensation proposal.

Proposal 4 — 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 asset sale proposal or the Company dissolution proposal, or both, which we refer to herein as the adjournment proposal.

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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 Asset Sale Proposal

The Company is asking its stockholders to approve the asset sale proposal. The asset sale proposal provides for Atlanta Postal’s purchase of substantially all of the assets and assumption of substantially all of the liabilities (including deposit liabilities) of the Bank in exchange for the sum of the Purchase Price and the Retained Cash. For further information regarding the purchase price in the asset sale, see “Proposal 1 — The Asset Sale Proposal — Asset Sale Purchase Price” beginning on page 28.

The asset sale is the first integral step in the sale transaction contemplated by the purchase agreement. The sale transaction consists of (i) the asset sale, (ii) the Bank liquidation and the distribution of the Bank’s remaining assets to the Company, or the Bank liquidation, and (iii) the Company dissolution and the distribution of the Company’s remaining assets to its stockholders.

For a detailed discussion of the asset sale, including the terms and conditions of the purchase agreement, see “Proposal 1 — The Asset Sale Proposal” beginning on page 27 and “— Terms of the Purchase Agreement” beginning on page 54. In addition, the Company’s stockholders are directed to the purchase 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 Company Dissolution Proposal

The Company is asking stockholders to approve the proposal relating to the Company dissolution whereby, following consummation of the asset sale, the Company will take all necessary action under applicable Maryland law, and pursuant to a Plan of Dissolution and Complete Liquidation, to dissolve, make provision for its liabilities, wind up its affairs and distribute its remaining net assets, including the remaining net cash proceeds from the purchase price paid by Atlanta Postal in the asset sale, to the stockholders of the Company. This proposal is referred to herein as the Company dissolution proposal.

Although the Company dissolution proposal is being voted on separately from the asset sale proposal, the Company dissolution is an integral part of the sale transaction contemplated by the purchase agreement and will occur only if the asset sale and the Bank liquidation are completed. The purchase agreement, the asset sale and the Bank liquidation are discussed under “Proposal 1 — The Asset Sale Proposal” beginning on page 27. The Company’s reasons for the sale transaction are discussed under “Proposal 1 — The Asset Sale — The Company’s Reasons for the Sale Transaction” beginning on page 33.

The sale transaction can be completed as intended only if the asset sale proposal and the Company dissolution proposal are both approved by the stockholders of the Company at the special meeting. If the asset sale proposal is not approved by the Company’s stockholders, the sale transaction will not occur and the Company will not be dissolved and no distribution will be made to stockholders of the Company, even if the Company dissolution proposal is approved by stockholders. If stockholders approve the asset sale proposal but do not approve the Company dissolution proposal, assuming the other closing conditions in the purchase agreement are satisfied, Atlanta Postal, the Company and the Bank may agree to complete the asset sale, but only if Atlanta Postal waives its condition to closing the asset sale that the Company has received stockholder approval of the Company dissolution proposal. If Atlanta Postal waives such condition and the parties close the asset sale, the Bank, having transferred substantially all of its operating assets to Atlanta Postal, would liquidate and distribute its remaining assets to the Company. However, the Company could not then immediately begin the process of dissolving and the cash distributions to stockholders would be delayed until stockholders approve the Company dissolution. The Company does not intend to invest in another operating business following the completion of the asset sale and Bank liquidation. The Company would use its remaining assets to pay ongoing operating expenses, and the Company expects that such expenses would exceed any revenue generated by its

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remaining assets. Accordingly, the Company would use its remaining cash, including cash paid by Atlanta Postal in the asset sale, if necessary, to satisfy its obligations and expenses until the Company is permitted to dissolve.

If the Company dissolution proposal is approved, the Company’s board of directors will take such actions as it deems necessary or appropriate to effect the Company dissolution following consummation of the asset sale and the Bank liquidation, including the adoption of a Plan of Dissolution and Complete Liquidation, substantially in the form included as Annex B to this proxy statement. For a detailed discussion of the proposed Company dissolution, see “Proposal 2 — The Company Dissolution Proposal” beginning on page 63.

If the sale transaction is completed, the Company estimates that, after the Bank satisfies its remaining liabilities and liquidates and the Company pays, or provides for payment of, all of its liabilities, the cash distributions per share of Company common stock to be paid to the stockholders of the Company will be approximately $22.40 to $22.60 in aggregate. The range of $22.40 to $22.60 is based on the Company’s most recent analysis which assumes that the asset sale is consummated no later than March 31, 2025. This estimated distribution amount per share is based on numerous assumptions, including an assumed 6,195,702 shares of Company common stock outstanding at the time of the Company dissolution, and is subject to change based on several factors that are discussed more fully in this proxy statement under the heading “Proposal 1 — The Asset Sale Proposal — Distributions to the Company’s Stockholders” beginning on page 51 and “— Factors That May Reduce the Amount of Stockholder Distributions” beginning on page 52. Further, in addition to the factors that could affect the distribution received by stockholders of which the Company is currently aware, in the course of the sale and dissolution process, unanticipated expenses and liabilities may arise, and such unanticipated expenses and liabilities may reduce the amount of cash available for distribution to stockholders. Accordingly, the ultimate per share distribution to the Company’s stockholders may be less or more than the estimated range of $22.40 to $22.60 per share.

Proposal 3 — 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 asset sale. The arrangements under which such compensation would be paid were disclosed to Atlanta Postal in connection with the negotiation of the asset sale, and, pursuant to the purchase agreement, the payment or nonpayment of these amounts will not affect the amount to be distributed to stockholders.

Proposal 4 — 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 asset sale proposal or the Company dissolution proposal, or both. 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 May 30, 2024, the Company’s board of directors unanimously determined that the asset sale, the purchase agreement and the other transactions contemplated by the purchase agreement, including the Bank liquidation and Company dissolution, are in the best interests of the Company and its stockholders, and it approved the purchase agreement, the asset sale, the Company dissolution and the other transactions contemplated by the purchase agreement.

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

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 purchase agreement, the asset sale and the other transactions contemplated by the purchase agreement, and the Company dissolution.

Record Date; Stockholders Entitled to Vote

The record date for the special meeting is September 13, 2024, 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, 6,412,430 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 Asset Sale Proposal — Approval of the asset sale 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 Company Dissolution Proposal — Approval of the Company dissolution 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 3 — 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

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special meeting, or fail to instruct your broker, bank or other nominee how to vote on such proposal, or if you vote to abstain, it will have the no effect on the outcome of this proposal.

Proposal 4 — 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 vote to abstain, it will have the no effect on the outcome of this proposal.

Each director of the Company entered into a voting agreement with the Company and Atlanta Postal at the time the purchase agreement was initially executed. Under the terms of the voting agreement, such directors and executive officers have agreed to vote their shares of Company common stock in favor of the asset sale and the other transactions contemplated by the purchase agreement. As of September 13, 2024, the record date for the special meeting, these individuals held an aggregate of 364,594 shares of Company common stock (excluding exercisable stock options), representing 5.69% of the issued and outstanding shares of Company common stock, which totaled 6,412,430 as of such date. See “Ancillary Agreements — Voting Agreement” beginning on page 72 for additional information regarding the voting 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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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 approximately $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.

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PROPOSAL 1 — THE ASSET SALE PROPOSAL

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

Parties to the Asset Sale

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 June 30, 2024, the Company had total consolidated assets of $873.6 million, total gross loans of $692.6 million, total deposits of $689.7 million, and stockholders’ equity of $125.1 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.

Atlanta Postal Credit Union is a Georgia-chartered credit union regulated by the National Credit Union Administration, or NCUA, and the Georgia Department of Banking and Finance, or GDBF, with its deposits insured by the NCUA. Atlanta Postal’s operations are headquartered in Atlanta, Georgia. Atlanta Postal is a member-owned, not-for-profit financial cooperative that provides a variety of financial products and services to its members. As of June 30, 2024, Atlanta Postal had total assets of $2.4 billion, total gross loans of $1.6 billion, total member deposits of $2.1 billion, and members’ equity of $283.2 million.

The Asset Sale

Atlanta Postal, the Company and the Bank entered into a Purchase and Assumption Agreement, dated as of May 30, 2024, subsequently amended August 12, 2024, which we refer to as the purchase agreement. The purchase agreement provides for Atlanta Postal’s purchase of substantially all of the assets and the assumption of substantially all of the liabilities (including deposit liabilities) of the Bank. The asset sale is the first integral step in the sale transaction contemplated by the purchase agreement. The sale transaction consists of (i) the asset sale, (ii) the Bank liquidation and the distribution of the Bank’s remaining assets to the Company, and (iii) the Company dissolution including the distribution of the Company’s remaining assets to its stockholders.

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Asset Sale Purchase Price

In the asset sale, Atlanta Postal will purchase substantially all of the Bank’s assets and assume substantially all of the Bank’s liabilities, including all of the Bank’s deposit liabilities. As consideration for the asset sale, Atlanta Postal will pay the Bank a cash purchase price equal to the sum of: (i) $22.50 per share of Company common stock outstanding as of closing following the termination of the Affinity Bank Employee Stock Ownership Plan (the “Stock Consideration”); (ii) the excess of $22.50 per share over the respective exercise price of stock options outstanding as of closing (the “Option Consideration”); (iii) the final value of the liquidation accounts maintained by the Company and the Bank for the benefit of certain depositors of the Bank (the “Depositor Liquidation Payment,” and, together with the Stock Consideration and the Option Consideration, the “Purchase Price”). In addition, the Purchase Price will be increased by $0.50 for every dollar that the taxes assessed against the Purchase Price, as estimated as of closing, is less than $17.5 million. The Company is also permitted to retain cash in the amount of the sum of: (a) $75,000, the purpose of which is to pay for third party costs and expenses incurred after the closing in connection with the Bank liquidation and Company dissolution and (b) an amount mutually agreed upon by Atlanta Postal and the Bank in connection with federal, state and local income taxes resulting from the asset sale being structured as a purchase of assets and assumption of liabilities, reduced by the amount of cash and value of other assets less other liabilities held by the Company as of closing (the “Retained Cash”). The Retained Cash also includes amounts necessary to pay certain expenses that cannot be paid by the Bank prior to the closing of the asset sale. The Purchase Price will be reduced to the extent the Company pays dividends to its stockholders prior to the completion of the asset sale.

If the sale transaction is completed, the Company will distribute its remaining net assets, including the remaining net cash proceeds from the purchase price paid by Atlanta Postal in the asset sale, to the stockholders of the Company through one or more cash distributions. Based on the Company’s most recent analysis, if the asset sale is completed on or before March 31, 2025, the Company estimates that, after the Bank satisfies its remaining liabilities and liquidates and the Company pays, or provides for payment of, all of its liabilities, the aggregate cash distributions to be paid to the stockholders of the Company will be approximately $22.40 to $22.60 per share. The range of $22.40 to $22.60 is based on the assumption that the asset sale will be consummated no later than March 31, 2025. This estimated distribution amount per share is based on numerous assumptions, including an assumed 6,195,702 shares of Company common stock outstanding at the time of the Company dissolution, and is subject to change based on several factors that are discussed more fully in this proxy statement under “— Distributions to the Company’s Stockholders” and “— Factors That May Reduce the Amount of Stockholder Distributions.” Accordingly, the ultimate per share distribution to the Company’s stockholders may be less or more than the estimated range of $22.40 to $22.60 per share.

The Company intends to make an initial distribution of substantially all of the net purchase price proceeds from the asset sale as soon as reasonably practicable after the closing date of the asset sale; provided, that the Company expects to retain a sufficient amount of cash to satisfy all known and reasonably anticipated liabilities, including tax liabilities, as well as a contingency fund for unanticipated liabilities and expenses. For additional information regarding the timing of distributions, see “Proposal 2 — The Company Dissolution Proposal — Winding Up and Dissolution of the Company — Timing of Distributions.”

Treatment of Stock Options

As of the record date, there were 640,766 outstanding options to purchase shares of Company common stock with a weighted average exercise price of $12.58 per share. If the asset sale is 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 immediately before the effective time of the asset sale 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 asset sale to be canceled in exchange for a cash payment equal to the in-the-money value of such options, calculated as the fair market value (as defined in the applicable stock incentive plan, which per

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share value is expected to approximate the amount of cash per share to be distributed to the stockholders in the Company dissolution) as of the effective date of the asset sale minus the exercise price of such option.

Holders of vested options may choose to exercise their options at any time before the consummation of the asset sale. 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.

Holders of shares received upon exercise of vested options will receive their pro rata portion of the net cash distributed to stockholders in the Company dissolution. The issuance of Company common stock in connection with the exercise of vested options and the payment of the in-the-money value of any options that are cancelled will reduce the per share distribution amount paid to the stockholders in the Company dissolution; however, the expected cash distribution range of $22.40 to $22.60 per share assumes all options are exercised before consummation of the asset sale or cashed out upon consummation of the asset sale.

Treatment of Restricted Stock

As of the record date, there were 122,084 shares of restricted stock outstanding. If the asset sale is 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 asset sale will automatically vest and become an unrestricted share of Company common stock at the effective time of the asset sale. If the Company dissolution proposal is approved, holders of such shares receive their pro rata portion of the net cash distributed to stockholders in the Company dissolution. The expected cash distribution range of $22.40 to $22.60 per share assumes all shares of restricted stock outstanding immediately before the effective time will vest at the effective time of the asset sale.

Background of the Asset Sale

The Bank completed its initial mutual holding company reorganization in 2017, and the Company’s predecessor mutual holding company converted from a mutual holding company structure in January 2021, which resulted in the Company becoming the publicly traded holding company for the Bank. Since the initial mutual holding company reorganization, the Company and its mutual holding company predecessor have managed their capital through organic growth and stock repurchases and, from time to time, were presented with and reviewed opportunities to acquire or bid upon other financial institutions, including its acquisition of the former Affinity Bank, which was completed in 2020.

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.

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

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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. However, under federal regulations applicable to the Company’s second-step mutual-to-stock conversion and related stock offering completed in January 2021, no person could acquire or offer to acquire the beneficial ownership of more than 10% of any class of the Company’s equity securities for three years following the completion of the conversion transaction. Under these regulations, an “offer” does not include non-binding expressions of understanding or letters of intent regarding the terms of a potential acquisition. This restriction ended January 21, 2024.

In September 2023, a representative of Performance Trust who has provided investment banking services and advice to the Company and the Bank since the Company’s initial public offering in 2017, engaged in a telephone conversation with a representative of Atlanta Postal’s legal counsel. The conversation generally focused on the credit union merger market in the State of Georgia. During the conversation, the representative of Atlanta Postal’s legal counsel indicated that Atlanta Postal was interested in acquiring other financial institutions, and was particularly interested in the Company based on several characteristics, including the Company’s size, operating markets and lending and deposit strategies. No specific pricing or other potential deal terms were discussed, as the representative merely expressed Atlanta Postal’s interest in acquiring the Company.

The details of this conversation were reported to the Company’s board of directors and, as a result of this conversation, on October 31, 2023, Performance Trust hosted an introductory meeting between Mr. Cooney, Atlanta Postal’s Chief Financial Officer Rachael Martin and Atlanta Postal’s Senior Vice President — Growth and Development Blake Westbrook. The parties discussed their respective operating strategies, but no specific pricing or other potential deal terms were discussed. Mr. Cooney reported the results of this discussion to the Company’s board of directors.

Following this meeting, on November 8, 2023, Mr. Cooney met with Atlanta Postal’s Chief Executive Officer, Blake Graham. The parties discussed their respective operating strategies and long-term objectives, but no specific pricing or other potential deal terms were discussed. Mr. Cooney reported the results of this discussion to the Company’s board of directors.

Following these meetings, representatives of Performance Trust engaged in discussions with representatives of Atlanta Postal’s financial advisor.

At a board meeting held November 30, 2023, representatives of Performance Trust attended the meeting and participated in certain discussions regarding the strategic direction of the Company. The board discussed the current state of the banking market, and reviewed the Company’s financial performance and management projections with respect to possible future performance. The board also discussed the Company’s strengths and challenges with respect to future operations, as well as potential strategic alternatives, including remaining independent, conducting acquisitions or a merger-of-equals, and selling control to another financial institution, including credit unions. The board of directors reviewed the conversations between the prior meetings of Mr. Cooney, Performance Trust, Atlanta Postal and representatives of Atlanta Postal’s legal counsel and financial advisor. The board reviewed sample transactions for various strategic alternatives, including a sale of control to Atlanta Postal. As a result of these discussions, the board directed Performance Trust to provide information to Atlanta Postal to aid Atlanta Postal in its considerations of a potential transaction with the Company.

On December 5, 2023, the Company, the Bank and Atlanta Postal 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, Atlanta Postal was given access to a virtual data room containing information regarding the Company and the Bank. Further discussions between the parties

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continued, including a discussion held December 5, 2023 between Mr. Cooney and Affinity Bank’s Executive Vice President and Chief Lending Officer Charles Nelson, Atlanta Postal’s President, Blake Graham, Atlanta Postal’s Chief Lending Officer, John Anderson, and Mr. Westbrook.

At a regular board meeting held December 19, 2023, the board reviewed with special legal counsel, Luse Gorman, PC (“Luse Gorman”), the board’s fiduciary duties in general, as well as in a merger or sale transaction.

At a special board meeting held January 25, 2024, the board of directors discussed the expectation that the Company and the Bank would be receiving an offer from Atlanta Postal with respect to pursuing a transaction with the Company and the Bank. The board considered various items, including its alternative strategic options and the potential return to stockholders. No action was taken at this meeting.

On January 31, 2024, Atlanta Postal 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 Atlanta Postal would offer and pay the Bank, in exchange for all of the Bank’s outstanding assets and the assumption of all of the Bank’s liabilities, an amount that would provide the Company’s stockholders with cash equal to $22.00 per share upon dissolution of the Company. The LOI included Atlanta Postal’s request that Messrs. Cooney and Nelson enter into mutually agreeable retention and non-competition agreements with Atlanta Postal for a reasonable time frame following the transaction. The LOI did not propose that any representatives of the Company would become members of the board of directors of Atlanta Postal.

The board of directors held a special meeting on February 5, 2024, with representatives of Performance Trust in attendance, to consider the terms of the LOI received from Atlanta Postal. No action was taken at this meeting.

The board of directors held a second special meeting on February 8, 2024 to consider the terms of the LOI received from Atlanta Postal. After lengthy discussion, the board of directors directed Performance Trust to contact Atlanta Postal and offer a counter-proposal that would provide the Company’s stockholders with cash equal to $24.75 per share upon dissolution of the Company.

On February 9, 2024, Atlanta Postal submitted a revised LOI, which proposed transaction pricing that would provide the Company’s stockholders with cash equal to $22.50 per share upon dissolution of the Company. At a special meeting held February 14, 2024, after lengthy discussion, the board of directors voted in favor of accepting the pricing of $22.50 per share, but requested continued negotiations for a higher price of $23.00 per share upon dissolution of the Company.

On February 14, 2024, representatives of Atlanta Postal and the Company verbally agreed to pricing of $22.75 per share upon dissolution of the Company. The Company indicated that it would execute an LOI incorporating the updated price of $22.75 per share, but that it would need to perform a market check to see if a superior proposal was obtainable from other parties.

Performance Trust, in coordination with the Company, evaluated a comprehensive list of additional potential parties who could be interested in pursuing a transaction with the Company and the Bank, and selected a group of likely partners (four banks and three credit unions), based on prior deal experience, potential form of consideration (cash/liquid currency), the ability to pay and the ability to receive regulatory approval. Performance Trust began contacting these seven parties on February 15, 2024.

On February 20, 2024, Atlanta Postal submitted a revised LOI, which proposed transaction pricing that would provide the Company’s stockholders with cash equal to $22.75 per share upon dissolution of the Company. The Company and the Bank executed the revised LOI on February 21, 2022. The revised LOI did not include an agreement for the Company and the Bank to negotiate exclusively with Atlanta Postal based on Performance Trust’s contacting other parties to determine their interest in a transaction with the Company and the Bank.

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Of the seven parties contacted by Performance Trust, three parties signed mutual confidentiality agreements; the confidentiality agreements did not include any standstill provisions, such as restrictions on transactions involving the Company’s publicly traded securities. None of these three parties determined to submit a proposal with respect to a transaction with the Company and the Bank.

Based on the results of the market check conducted by Performance Trust, on March 11, 2024, the Company and the Bank entered into an agreement to negotiate exclusively with Atlanta Postal until April 30, 2024. 

On March 12, 2024, Performance Trust was engaged by the Company on an exclusive basis to render financial advisory and investment banking services to the Company in connection with a possible transaction.

Over the following weeks, Atlanta Postal conducted due diligence on the Company and the Company conducted reverse due diligence on Atlanta Postal. On May 6, 2024, a reverse due diligence call was facilitated between the Company and Atlanta Postal with representatives from each party’s legal and financial advisors in attendance.

On April 12, 2024, Atlanta Postal’s legal counsel distributed an initial draft of the purchase agreement to Luse Gorman. Between April 12, 2024, and May 30, 2024, multiple drafts of the purchase agreement were exchanged, and representatives of Atlanta Postal’s legal counsel and representatives of the Company’s legal counsel participated in calls to discuss and negotiate various matters, including the purchase agreement and other ancillary agreements and documents.

On April 30, 2024, Atlanta Postal’s financial advisor distributed initial drafts of post-transaction employment agreements between Atlanta Postal and the Company’s executive officers, including Mr. Cooney.

On May 10, 2024, following continued due diligence and refined pricing analysis by Atlanta Postal, Atlanta Postal informed Mr. Cooney of Atlanta Postal’s proposed revised pricing that would provide the Company’s stockholders with cash equal to $22.50 per share upon dissolution of the Company. On May 11, 2024, Luse Gorman provided initial comments on the draft post-transaction employment agreements to representatives of Atlanta Postal’s legal counsel.

On May 16, 2024, the Company’s board of directors held a special meeting, with representatives of Performance Trust and Luse Gorman in attendance, to discuss the then-current status of the purchase agreement negotiations. The board of directors reviewed the terms of the transaction based on the revised proposed pricing, and directed Performance Trust to propose to Atlanta Postal’s financial advisor that the total consideration be increased by $0.50 for every dollar that the tax liability obligation that Atlanta Postal would need to pay to cover the “double tax” liability that occurs as part of a purchase and assumption transaction was less than $17.5 million at the closing of the transaction. Atlanta Postal agreed to this revised pricing.

On May 28, 2024, 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 purchase agreement negotiations. The boards of directors reviewed the terms of the transaction based on the revised proposed consideration, and again considered prospects of the Company and the Bank on a standalone basis. The board of directors discussed the results of the reverse due diligence conducted on Atlanta Postal. Legal counsel reviewed the most recent draft of the purchase 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 purchase agreement.

The boards of directors met on May 30, 2024, with representatives of Performance Trust and legal counsel in attendance, to review the final purchase agreement and ancillary documents, and to consider the approval of the purchase agreement and the transactions contemplated by it. Before the meeting, the boards of directors had been provided the proposed purchase agreement and a financial presentation prepared by Performance Trust.

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Legal counsel again discussed the boards’ fiduciary duties in connection with the proposed transaction. The board reviewed in detail the pricing and other financial terms of the proposed purchase 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 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 purchase agreement with Atlanta Postal 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 purchase agreement, and ancillary documents, and again discussing the proposed executive compensation arrangements that would be entered into in connection with the purchase 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 purchase agreement in substantially the form presented, to recommend that Company stockholders vote to approve the purchase agreement and the transactions contemplated by the purchase agreement, and to authorize management, with the assistance of counsel, to finalize and execute the purchase agreement and all related documents.

On May 30, 2024, the Company, the Bank and Atlanta Postal executed the purchase agreement and each director of the Company executed and delivered to Atlanta Postal a voting agreement and a non-solicitation/confidentiality agreement. On May 30, 2024, following the closing of the stock markets, the Company, the Bank and Atlanta Postal issued a joint press release to publicly announce the execution of the purchase agreement.

On August 12, 2024, the Company, the Bank and Atlanta Postal amended the purchase agreement in response to comments received in connection with the application process with bank regulatory authorities.

The Company’s Reasons for the Sale Transaction

After careful consideration, at its meeting on May 30, 2024, the Company’s board of directors determined that the purchase agreement and the transactions contemplated therein, including the asset sale, the subsequent Bank liquidation and the Company dissolution, which we refer to collectively as the sale transaction, were in the best interests of the Company and its stockholders. Accordingly, the Company’s board of directors unanimously approved the asset sale, the purchase agreement and transactions contemplated therein and unanimously recommends that our stockholders vote “FOR” the approval of the asset sale proposal and “FOR” the approval of the Company dissolution proposal described under “Proposal 2 — The Company Dissolution Proposal.”

Before approving the purchase agreement and the asset sale, the Company’s board of directors consulted with legal counsel as to its fiduciary duties and the terms of the purchase agreement and related agreements. 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 asset sale proposal. The board of directors believes that, in addition to benefiting our stockholders, an acquisition by Atlanta Postal will create an organization that is better able to serve the Bank’s customers and its market area.

The terms of the purchase agreement, including the asset sale purchase price and the estimated cash distributions to our stockholders, were the result of arm’s length negotiations between our representatives and representatives of Atlanta Postal, with the assistance of legal counsel and our financial advisor, Performance Trust. In reaching its determination that the sale transaction, including the asset sale, the Bank liquidation and

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Company dissolution, is 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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Our board of directors also considered various risks relating to the asset sale and the transactions contemplated by the purchase agreement, including:

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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 purchase agreement, asset sale, and other transactions contemplated by the purchase 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 purchase agreement and the consummation of the transactions contemplated by the purchase agreement, including the asset sale, were in the best interest of the Company and its stockholders, and therefore the Company’s board of directors unanimously approved the purchase agreement, including the asset sale, Bank liquidation and Company dissolution.

Opinion of Financial Advisor

The Company retained Performance Trust to provide financial advisory services to the Company in connection with evaluating strategic and financial alternatives. The Company entered into the purchase agreement by and among the Company, the Bank and Atlanta Postal, providing for the asset sale, subject to the terms of the purchase agreement dated May 30, 2024. On May 30, 2024, Performance Trust delivered an opinion as of the date thereof (the “Opinion”) to the Company’s board of directors as to the fairness, from a financial point of view, of the Consideration (defined below) to be received by the Bank.

In consideration for the Bank’s Assets acquired by Atlanta Postal under the purchase agreement, Atlanta Postal will pay the Bank a cash purchase price equal to the sum of: (i) $22.50 per share of Company common stock outstanding as of closing following the termination of the Affinity Bank Employee Stock Ownership Plan (the “Stock Consideration”); (ii) the excess of $22.50 per share over the respective exercise price of Company stock options outstanding as of closing (the “Option Consideration”); (iii) the final value of the liquidation accounts maintained by the Company and the Bank for the benefit of certain depositors of the Bank (the “Depositor Liquidation Payment,” and, together with the Stock Consideration and the Option Consideration, the “Purchase Price”). In addition, the Purchase Price will be increased by $0.50 for every dollar that the taxes assessed against the Purchase Price, as estimated as of closing, is less than $17.5 million. The Company is also permitted to retain cash in the amount of the sum of: (a) $75,000, the purpose of which is to pay for third party costs and expenses incurred after the closing in connection with the Bank liquidation and Company dissolution and (b) an amount mutually agreed upon by Atlanta Postal and the Bank in connection with federal, state and local income taxes resulting from the asset sale being structured as a purchase of assets and assumption of liabilities, reduced by the amount of cash and value of other assets less other liabilities held by the Company as of closing (the “Retained Cash”). The Retained Cash also includes amounts necessary to pay certain expenses that cannot be paid by the Bank before the closing of the asset sale. The Purchase Price will be reduced dollar-for-dollar to the extent the Company pays dividends to its stockholders before the completion of the asset sale.

In connection with its Opinion, Performance Trust made such reviews, analyses and inquiries as Performance Trust deemed necessary or appropriate under the circumstances. Among other things, Performance Trust:

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In connection with Performance Trust’s review, Performance Trust did not independently verify any information, including the foregoing information, and Performance Trust assumed and relied upon all data, material and other information furnished, or otherwise made available, to Performance Trust, discussed with or reviewed by Performance Trust, or publicly available, being complete and accurate in all material respects and Performance Trust does not assume any responsibility with respect to such data, material, and other information. With respect to the financial forecasts and projections for the Company that Performance Trust used to assist in Performance Trust’s analyses, the management of the Company advised Performance Trust, and Performance Trust acted in the belief, that such forecasts and projections had been reasonably prepared in good faith 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 and the Bank and Performance Trust expressed no opinion with respect to such forecasts, projections, estimates or the assumptions on which they were based.

Performance Trust relied upon and assumed, without independent verification, that (a) the representations and warranties of all parties to the purchase agreement and all other related documents and instruments that are referred to therein are true and correct, (b) each party to all such agreements will perform all of the covenants and agreements required to be performed by such party, (c) all conditions to the consummation of the asset sale will be satisfied without waiver thereof, and (d) the asset sale will be consummated in a timely manner in accordance with the terms described in the purchase agreement provided to Performance Trust, without any amendments or modifications thereto or any adjustments to the Consideration. Performance Trust relied upon and assumed, without independent verification, that (i) there had been no material change in the business, assets, liabilities, financial condition, results of operations, cash flows or prospects of the Company, the Bank and Atlanta Postal since the respective dates of the most recent financial statements and other information, financial or otherwise, provided to Performance Trust that would be material to Performance Trust’s analyses or the Opinion, and (ii) there was no information or fact that would make any of the information reviewed by Performance Trust incomplete or misleading. Performance Trust also relied upon and assumed without independent verification, with the Company’s consent, that, in the course of obtaining any regulatory or third party consents, approvals or agreements in connection with the asset sale, no delay, limitation, restriction or condition will be imposed that would have an adverse effect on the Company, the Bank and Atlanta Postal or the contemplated benefits of the asset sale and that the asset sale will be consummated in accordance with the terms of the purchase agreement without waiver, modification or amendment of any term, condition or provision thereof that would be material to Performance Trust’s analyses or this Opinion. Performance Trust relied upon and assumed, with the Company’s consent, that the purchase agreement, when executed by the parties thereto, conformed to the draft reviewed by Performance Trust in all respects material to Performance Trust’s analyses.

The Opinion only addresses the fairness, from a financial point of view, of the Consideration to be received by the Bank pursuant to the purchase agreement in the manner set forth above and the Opinion does not address

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any other aspect or implication of the asset sale or any agreement, arrangement or understanding entered into in connection with the asset sale or otherwise, including, without limitation, the amount or nature of, or any other aspect relating to, any compensation to any officers, trustees, directors or employees of any party to the asset sale, relative to the Consideration or otherwise.

The Opinion is necessarily based upon information made available to Performance Trust as of the date thereof and financial, economic, market and other conditions as they existed and could be evaluated on the date thereof. The credit, financial and stock markets may experience volatility and Performance Trust expressed no opinion or view as to any potential effects of such volatility on the Company, the Bank and Atlanta Postal, or the asset sale. Performance Trust has not undertaken, and is under no obligation, to update, revise, reaffirm or withdraw the Opinion, or otherwise comment on or consider events occurring after the date thereof. The Opinion does not address the relative merits of the asset sale as compared to alternative strategies that might be available to the Company, nor does it address the underlying business decision of the Company or the Company’s board of directors to approve, recommend or proceed with the asset sale. Furthermore, no opinion, counsel or interpretation is intended in matters that require legal, regulatory, accounting, insurance, tax or other similar professional advice. It was assumed that such opinions, counsel, or interpretations have been or will be obtained from the appropriate professional sources. Furthermore, Performance Trust relied, with the Company’s consent, on advice of the Company’s and the Bank’s outside counsel and independent accountants or other professionals, and on the assumptions of the respective managements of the Company, the Bank and Atlanta Postal, as to all legal, regulatory, accounting, insurance, and tax matters with respect to the Company, the Bank and Atlanta Postal, and the asset sale.

Performance Trust had not been requested to make, and did not make, any physical inspection or an independent evaluation or appraisal of any assets or liabilities (contingent or otherwise) of the Company, the Bank or Atlanta Postal, nor was Performance Trust furnished with any such recent evaluations or appraisals, with the exception of a third-party loan review of the Bank. 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 Bank’s or Atlanta Postal’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 Bank’s and Atlanta Postal’s allowances for such losses are adequate to cover such losses. Performance Trust did not evaluate the solvency of the Company, the Bank or Atlanta Postal or the solvency or fair value of the Company, the Bank or Atlanta Postal 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 and its affiliates have in the past provided, may currently be providing and may in the future provide investment banking, securities brokerage and other financial services to the Company, the Bank, and Atlanta Postal and certain of their respective affiliates, for which Performance Trust and its affiliates have received and would expect to receive compensation. Performance Trust is a broker-dealer engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, Performance Trust and its affiliates may acquire, hold, or sell, for it and its affiliates own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of the Company, the Bank, Atlanta Postal and certain of their affiliates, as well as provide investment banking and other financial services to such companies and entities. Performance Trust has adopted policies and procedures designed to preserve the independence of its investment advisory analysts whose views may differ from those of the members of the team of investment banking professionals that advised the Company and the Bank. Other than with respect to the asset sale, Performance Trust has not provided any investment banking services to the Company, the Bank or Atlanta Postal during the past two years in which compensation was received or was intended to be received. Performance Trust may provide services to the Company and the Bank in the future if the asset sale is not consummated, and may provide services to Atlanta Postal in the future, although as of the date of the Opinion, there was no agreement to do so nor any mutual understanding that such services are contemplated.

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Performance Trust was retained to act as exclusive financial advisor to the Company and the Bank in connection with the asset sale and in rendering the Opinion. The Company paid Performance Trust a retainer fee of $50,000, a progress fee of $500,000 upon the signing of the purchase agreement and a fairness opinion fee of $250,000 upon delivery of the Opinion. Such retainer fee, progress fee and fairness opinion fee will be credited against a success fee, which is contingent on the close of the asset sale, equal to 1.60% of the “aggregate transaction value,” which, for purposes of calculating the success fee with respect to the asset sale, will be the aggregate amount and the total proceeds and all other consideration paid to or received by the Company, as of the closing of the asset sale, the total amount of cash and the fair market value of all notes, securities and other assets or property paid or payable to the Company in connection with the asset sale (excluding payments for transaction expenses, any liquidation account and taxes) and any repayment or forgiveness of debt (excluding deposit liabilities, borrowings from the Federal Home Loan Bank and other debt incurred in the ordinary course of business). The success fee will not exceed $2,350,000, and is due upon the closing of the asset sale. In addition, the Company and the Bank have agreed to indemnify Performance Trust and certain related parties for certain liabilities arising out of or related to its engagement and to reimburse Performance Trust for certain expenses incurred in connection with its engagement.

The Opinion and any other advice or analyses (written or oral) provided by Performance Trust are or were provided solely for the use and benefit of the Company’s board of directors (in its capacity as such) in connection with the board’s consideration of the asset sale and does not confer any rights or remedies upon any other person, and is not intended to be used, and may not be used, for any other purpose, without the express, prior written consent of Performance Trust. The Opinion may not be disclosed, reproduced, disseminated, quoted, summarized, or referred to at any time, in any manner or for any purpose, nor shall any references to Performance Trust or any of its affiliates be made by any recipient of the Opinion, without the express prior written consent of Performance Trust, except as required by law. The Opinion should not be construed as creating, and Performance Trust shall not be deemed to have, any fiduciary duty to the Company’s board of the directors, the Bank, any security holder or creditor of the Company or any other person, regardless of any prior or ongoing advice or relationships. The Opinion does not constitute advice or a recommendation to any security holder of the Company or any other person or entity with respect to how such security holder or other person or entity should vote or act with respect to any matter relating to the asset sale. The issuance of the Opinion was approved by an authorized internal committee of Performance Trust comprised of persons having relevant experience and expertise.

In connection with the asset sale, Performance Trust, acting as an independent financial advisor to Company and the Bank, consents to the inclusion of the Opinion as an annex to, and the references to its firm and such opinion in, the proxy statement relating to the proposed asset sale. In giving such consent, Performance Trust does not admit that Performance Trust comes within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended (the “Act”), or the rules and regulations of the SEC thereunder (the “Regulations”), nor does Performance Trust admit that Performance Trust is an expert with respect to any part of such proxy statement within the meaning of the term “experts” as used in the Act or the Regulations.

Based upon and subject to the foregoing, and in reliance thereon, it was Performance Trust’s opinion that, as of May 30, 2024, the sum of the Stock Consideration, the Option Consideration and the Retained Cash to be paid by Atlanta Postal pursuant to the purchase agreement (collectively, the “Consideration”) to be received by the Bank was fair, from a financial point of view, to the common stockholders of the Company.

In preparing its Opinion to the Company’s board of directors, Performance Trust performed a variety of analyses, including those described below. The summary of Performance Trust’s analyses is not a complete description of the analyses underlying Performance Trust’s Opinion. The preparation of a fairness opinion is a complex process involving various quantitative and qualitative judgments and determinations with respect to the financial, comparative and other analytic methods employed and the adaptation and application of those methods to the unique facts and circumstances presented. As a consequence, neither Performance Trust’s Opinion nor the

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analyses underlying its Opinion are readily susceptible to partial analysis or summary description. Performance Trust arrived at its Opinion based on the results of all analyses undertaken by it and assessed as a whole and did not draw, in isolation, conclusions from or with regard to any individual analysis, analytic method or factor. Accordingly, Performance Trust believes that its analyses must be considered as a whole and that selecting portions of its analyses, analytic methods and factors, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying its analyses and opinion.

In performing its analyses, Performance Trust considered business, economic, industry and market conditions, financial and otherwise, and other matters as they existed on, and could be evaluated as of, the date of its Opinion. While the results of each analysis were taken into account in reaching its overall conclusion with respect to fairness, Performance Trust did not make separate or quantifiable judgments regarding individual analyses. The implied value reference ranges indicated by Performance Trust’s analyses are illustrative and not necessarily indicative of actual values nor predictive of future results or values, which may be significantly more or less favorable than those suggested by the analyses. In addition, any analyses relating to the value of assets, businesses or securities do not purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold, which may depend on a variety of factors, many of which are beyond the Company’s control, Atlanta Postal’s control, and Performance Trust’s control. Much of the information used in, and accordingly the results of, Performance Trust’s analyses are inherently subject to substantial uncertainty.

Performance Trust’s Opinion and analyses were provided to the Company’s board of directors in connection with its consideration of the proposed purchase agreement and were among many factors considered by the Company’s board of directors in evaluating the proposed asset sale. Neither Performance Trust’s Opinion nor its analyses were determinative of the Consideration or of the views of the Company’s board of directors with respect to the proposed asset sale.

The following is a summary of the material financial analyses performed in connection with Performance Trust’s Opinion rendered to the Company’s board of directors on May 30, 2024. No company or transaction used in the analyses described below is identical or directly comparable to the Company or the proposed asset sale. The analyses summarized below include information presented in tabular format. The tables alone do not constitute a complete description of the analyses. Considering the data in the tables below without considering the full narrative description of the analyses, as well as the methodologies underlying, and the assumptions, qualifications and limitations affecting, each analysis, could create a misleading or incomplete view of Performance Trust’s analyses.

Summary of Aggregate Consideration and Implied Transaction Metrics. Performance Trust reviewed the financial terms of the proposed asset sale. Based upon historical financial information for the Company for 2023 (“2023A”), historical financial information for the Company as of or for the last twelve months (“LTM”) ended March 31, 2024 and estimated financial information for the Company for 2024 (“2024E”), Performance Trust calculated the implied transaction metrics listed in the table below. Transaction Value / Tangible Common Equity, Transaction Value / LTM Earnings, and Premium to Core Deposits are referenced in the Company selected transaction analysis and public companies analysis.

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Selected Regional Transactions. Performance Trust analyzed publicly available financial information relating to selected Southeast business combinations and other transactions Performance Trust deemed relevant. For these purposes, the Southeast is defined as the following states: Alabama, Arkansas, Florida, Georgia, Mississippi, North Carolina, South Carolina, Tennessee, Virginia and West Virginia. Performance Trust considered transactions with publicly disclosed deal values announced between January 1, 2021 and May 28, 2024 involving targets with total assets between $200 million and $1.5 billion, tangible equity / tangible assets greater than 10.00% and 100% of target equity ownership was acquired. Transactions without reported Transaction Value / Tangible Book Value were excluded. Transactions involving mergers of equals were excluded. These transactions were selected because the target companies were deemed to be similar to the Company in one or more respects. Except as described above, no specific numeric or other similar criteria were used to select the selected transactions. Performance Trust identified a sufficient number of transactions for purposes of its analysis but may not have included all transactions that might be deemed comparable to the proposed asset sale. The ten selected transactions used in this analysis included (buyer / seller – announce date):

Performance Trust reviewed financial data for the selected transactions, including Transaction Value / Tangible Book Value, Transaction Value / LTM Earnings and Core Deposit Premium. Furthermore, Performance Trust applied the median, 25^th percentile, and 75^th percentile multiples of the selected transactions to the Company’s corresponding financial metrics as of March 31, 2024 to determine the implied aggregate deal value and then compared those implied aggregate deal values to the proposed Consideration in the proposed asset sale. The results of the selected transactions analysis are summarized below.

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Selected National Transactions. Performance Trust analyzed publicly available financial information relating to selected national business combinations and other transactions Performance Trust deemed relevant. Performance Trust considered transactions with publicly disclosed deal values announced between January 1, 2021 and May 28, 2024 involving targets with total assets between $500 million and $1.5 billion, tangible equity / tangible assets greater than 10.00% and 100% of target equity ownership was acquired. Transactions without reported Transaction Value / Tangible Book Value were excluded. Transactions involving mergers of equals or asset manager acquirors were excluded. These transactions were selected because the target companies were deemed to be similar to the Company in one or more respects. Except as described above, no specific numeric or other similar criteria were used to select the selected transactions. Performance Trust identified a sufficient number of transactions for purposes of its analysis but may not have included all transactions that might be deemed comparable to the proposed asset sale. The 20 selected transactions used in this analysis included (buyer / seller – announce date):

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Performance Trust reviewed financial data for the selected transactions, including Transaction Value / Tangible Book Value, Transaction Value / LTM Earnings and Core Deposit Premium. Furthermore, Performance Trust applied the median, 25^th percentile, and 75^th percentile multiples of the selected transactions to the Company’s corresponding financial metrics as of March 31, 2024 to determine the implied aggregate deal value and then compared those implied aggregate deal values to the proposed Consideration in the proposed asset sale. The results of the selected transactions analysis are summarized below.

Selected Regional Public Companies Analysis. Performance Trust considered certain financial information for the Company and compared it with selected companies whose equity is publicly traded that Performance Trust deemed relevant. The selected public companies listed below include Southeast banks with total assets less than $1.25 billion, tangible equity / tangible assets greater than 9.00% and a minimum 90-day average daily trading volume of 100 shares per day. For these purposes, the Southeast is defined as the following states: Alabama, Arkansas, Florida, Georgia, Mississippi, North Carolina, South Carolina, Tennessee, Virginia and West Virginia. Mutual holding companies and targets of announced mergers were excluded from the group. The selected companies were selected because they were deemed similar to the Company in one or more respects. Except as described above, no specific numeric or other similar criteria were used to select the selected companies, and all criteria were evaluated in their entirety without application of definitive qualifications or limitations to individual criteria. Performance Trust identified a sufficient number of companies for purposes of its analysis but may not have included all publicly traded companies that might be deemed comparable to the Company. The ten selected companies used in this analysis included:

Performance Trust reviewed financial data for the selected companies, including Trading Price / Tangible Book Value and Trading Price / LTM Earnings. Furthermore, Performance Trust applied the median, 25^th

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percentile, and 75^th percentile multiples of the selected companies to the Company’s corresponding tangible book value and LTM earnings as of March 31, 2024 to determine the implied aggregate deal value and then compared those implied aggregate deal values to the proposed Consideration in the proposed asset sale. The analysis was based on pricing data as of May 28, 2024. Trading Price / Tangible Book Value and Trading Price / LTM Earnings for publicly traded banks based on March 31, 2024 LTM financials. The results of the selected companies analysis are summarized below.

Selected National Public Companies Analysis. Performance Trust considered certain financial information for the Company and compared it with selected companies whose equity is publicly traded that Performance Trust deemed relevant. The selected public companies listed below include national banks with total assets between $500 million and $1.25 billion, tangible equity / tangible assets greater than 9.00% and a minimum 90-day average daily trading volume of 1,000 shares per day. Mutual holding companies and targets of announced mergers were excluded from the group. The selected companies were selected because they were deemed similar to the Company in one or more respects. Except as described above, no specific numeric or other similar criteria were used to select the selected companies, and all criteria were evaluated in their entirety without application of definitive qualifications or limitations to individual criteria. Performance Trust identified a sufficient number of companies for purposes of its analysis but may not have included all publicly traded companies that might be deemed comparable to the Company. The 21 selected companies used in this analysis included:

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Performance Trust reviewed financial data for the selected companies, including Trading Price / Tangible Book Value and Trading Price / LTM Earnings. Furthermore, Performance Trust applied the median, 25^th percentile, and 75^th percentile multiples of the selected companies to the Company’s corresponding tangible book value and LTM earnings as of March 31, 2024 to determine the implied aggregate deal value and then compared those implied aggregate deal values to the proposed Consideration in the proposed asset sale. The analysis was based on pricing data as of May 28, 2024. Trading Price / Tangible Book Value and Trading Price / LTM Earnings for publicly traded banks are based on March 31, 2024 LTM financials. The results of the selected companies analysis are summarized below.

Dividend Discount Analysis. Performance Trust analyzed the discounted present value of the Company’s projected free cash flows to equity for the years ending December 31, 2024 through December 31, 2029 on a standalone basis. Performance Trust calculated cash flows assuming the Company would maintain 8.00% tangible common equity / tangible assets, and that it would retain sufficient earnings to maintain that ratio and dividend out any excess cash flows. This analysis was based on Performance Trust’s financial forecasts for the Company created in consultation with the Company’s management and approved for use in this analysis by the Company’s management for 2024 to 2029. The net income assumptions used in this analysis were $7.31 million, $9.07 million, $10.60 million, $11.43 million, $12.26 million and $13.07 million for years 2024 to 2029, respectively.

Performance Trust applied price to tangible book value multiples, ranging from 90% to 110%, to the Company’s projected December 31, 2029 tangible book value and price to earnings multiples, ranging from 8.0x to 10.0x, to the Company’s projected calendar year 2029 net income in order to derive a range of projected terminal values for the Company at December 31, 2029. The projected cash flows and terminal values were discounted using a rate ranging from 15.00% to 17.00%, which reflected the cost of equity capital for the Company using a discount rate build-up method based on the risk-free free rate plus the product of the industry equity risk premium and the industry beta for commercial banks, the subtotal of which is added to the size premium. Performance Trust reviewed the range of aggregate prices derived in the dividend discount analysis

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and compared them to the proposed Consideration in the proposed asset sale. The results of the dividend discount analysis are summarized below.

Recommendation of the Board of Directors

FOR THE REASONS SET FORTH ABOVE, THE COMPANY’S BOARD OF DIRECTORS HAS APPROVED THE PURCHASE AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREIN, INCLUDING THE ASSET SALE, AND UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE ASSET SALE PROPOSAL.

Interests of Directors and Executive Officers in the Asset Sale

As described below, some of the Company’s directors and executive officers have interests in the asset sale that may be different from, or in addition to, the interests of Company stockholders generally. The Company’s board of directors was aware of these interests and considered them in approving the asset sale.

Restricted Stock Awards. The Company has awarded executive officers restricted Company common stock, which may not be transferred and is subject to vesting restrictions. Pursuant to the terms of the Affinity Bancshares, Inc. 2022 Equity Incentive Plan (the “2022 Equity Plan”) and the Affinity Bancshares, Inc. 2018 Equity Incentive Plan (the “2018 Equity Plan”), the asset sale will constitute a “Change in Control.” As a result, any unvested shares of restricted stock granted under the 2022 Equity Plan and the 2018 Equity Plan will become fully vested immediately prior to the consummation of the asset sale. The following table sets forth the number of unvested restricted stock awards held by each director, and each named executive officer of the Company as of May 30, 2024, the date the purchase agreement was initially executed. Based on a share price of $22.40, the estimated value of the restricted stock awards for each director and executive officer is as follows.

Options. The Company has awarded directors and executive officers options to purchase Company common stock pursuant to the 2022 Equity Plan and the 2018 Equity Plan. Pursuant to the terms of the 2022 Equity Plan and the 2018 Equity Plan, the asset sale will constitute a “Change in Control” as defined in those plans. As a result, any unvested stock options granted under the 2022 Equity Plan and the 2018 Equity Plan will become fully vested immediately prior to the consummation of the asset sale. In connection with the asset sale, all unexercised options, both vested and unvested, to purchase Company common stock will be cancelled in exchange for a cash payment. Set forth below is the number of outstanding and unexercised Company options held by each director and executive officer of the Company as of May 30, 2024, the date the purchase agreement

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was initially executed, and the cash-out value of the stock options based on a share price of $22.40 less the average weighted exercise price of the options.

Indemnification and Directors’ and Officers’ Liability Insurance. For a period of six years after the closing date of the asset sale, Atlanta Postal will indemnify, defend and hold harmless each person entitled to indemnification from the Bank and the Company immediately prior to the closing date (including current and past directors and officers) against any and all claims, liability, costs and expenses arising out of actions or omissions occurring at or prior to the closing sate (including, without limitation, the asset sale, the Bank liquidation and the Company dissolution and, with respect to such transaction or portions thereof that occur after the closing date, without regard to the fact that actions related to such transactions or portions thereof occur after the closing date) to the fullest extent that the Bank or the Company, as the case may be, would have been permitted under any applicable law and its chartering documents. In addition, Atlanta Postal will advance expenses, including, but not limited to, fees and disbursements of legal counsel as incurred). In addition, the purchase agreement provides that, prior to the closing date of the asset sale, Atlanta Postal will purchase a directors’ and officers’ and company liability insurance policy to be effective for up to six years following the closing date of the asset sale, with an annual premium not to exceed over 150% of the Company’s and the Bank’s current policies.

Employment Agreements. The Company and the Bank have entered into employment agreements with each of the named executive officers. The employment agreements with Messrs. Cooney and Nelson have terms of three years. The employment agreement with Ms. Galazka has a term of two years. Each year, the boards of directors of the Company and the Bank may renew the terms of the employment agreements for another year so that they again become a three-year term (in the case of Messrs. Cooney and Nelson) or a two-year term (in the case of Ms. Galazka). If the Company or the Bank enters into a transaction that would constitute a “change in control” under the agreements, the terms of the agreements will automatically extend to three years (in the case of Messrs. Cooney and Nelson) and two years (in the case of Ms. Galazka) from the effective date of the change in control. The current terms of the employment agreements with Messrs. Cooney and Nelson expire on August 31, 2026, and the current terms of the employment agreement with Ms. Galazka expires on August 31, 2025. The asset sale would constitute a change in control under the employment agreement.

Under the employment agreements, if the Company terminates the executive’s employment without cause or if the executive terminates employment for “good reason,” as that term is defined in the employment agreements, the executive will receive a lump sum payment equal to the greater of (i) the base salary or (ii) the average monthly compensation (as defined in the agreement) that would be due to the executive for the remaining term of the agreement. If the termination of employment occurs during the term of the employment agreement but following a change in control, the executive will receive a lump sum payment equal to three times (in the case of Messrs. Cooney and Nelson) or two times (in the case of Ms. Galazka) the average base salary, bonus and profit sharing contributions paid or provided to the executive officer during the calendar year

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immediately preceding the change in control or, if greater, the annualized base salary, bonus and profit sharing contributions.

The employment agreements with the executive officers will be terminated immediately prior to the closing date of the asset sale and the executive officers will receive the payments that otherwise would have been due in connection with their termination of employment following a change in control. The estimated payments to Messrs. Cooney and Nelson and Ms. Galazka are estimated to equal $1,528,725, $1,094,436 and $649,030, respectively.

In connection with the asset sale, the Company’s named executive officers, together with certain other officers, entered into new employment agreements with Atlanta Postal. Under the new employment agreements, Messrs. Cooney and Nelson and Ms. Galazka will serve as President of Professional Services, Senior Vice President Credit Administration and Senior Vice President, respectively. The term of the agreement with Mr. Cooney is three years, and the terms of the agreement with Mr. Nelson and Ms. Galazka are two years. Under the employment agreements, the executives will be entitled to receive a base salary, bonus and benefits offered to employees of Atlanta Postal. Under the employment agreements, if the executive terminates his or her employment for “good reason” (as defined in the agreements), he or she will be entitled to receive a severance payment equal to the base salary, bonus and health and welfare benefits that would have been paid or provided to the executive for the remaining term of the agreement. If Atlanta Postal terminates the executive’s employment for reasons other than cause, the executive will be entitled to receive a severance payment equal to the greater of the base salary or the average monthly compensation that would have been paid to the executive for the remaining term of the agreement. The executive will also be reimbursed for COBRA benefits for 12 months.

In exchange for entering into the new employment agreements, each of the executives must adhere to certain non-competition and non-solicitation covenants for two years from the closing date of the asset sale.

Supplemental Executive Retirement Plan. The Bank maintains a supplemental executive retirement plan (“SERP”) for Mr. Cooney. Under the SERP, Mr. Cooney, upon separating from service is entitled to a monthly benefit equal to $8,333.33. The normal retirement benefit would commence on the first day of the second month following the later of (i) his normal retirement age (age 65) or (ii) his separation from service. The benefit is payable monthly and continues for Mr. Cooney’s lifetime (with a guarantee of 180 monthly payments). Mr. Cooney is fully vested in the benefits provided under the SERP. In connection with the asset sale, the Company will terminate the SERP and Mr. Cooney will receive a lump payment of the benefits due under the plan.

Directors’ Deferred Compensation Plan. The Bank sponsors a deferred compensation plan under which eligible directors were previously able to defer the receipt of compensation that otherwise would have been payable to them for their service as a director. Effective June 30, 2015, the plan has been frozen with respect to further deferral contributions and any new participants. However, directors who previously deferred compensation under the plan maintain a benefit under the plan until the deferred compensation is distributed to them in accordance with their previous elections and the terms of the plan. In connection with the asset sale, the Company will terminate the deferred compensation plan and the participating directors will receive a lump payment of the benefits due under the plan.

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

The information set forth in the following table is intended to comply with Item 402(t) of the SEC’s Regulation S-K, which requires disclosure of information about certain compensation for each of the Company’s named executive officers that is based on, or otherwise relates to, the merger (which we refer to as “merger-related compensation”). The merger-related compensation payable to these individuals is the subject of a non-binding advisory vote of Company stockholders, as described in “Proposal 3 — The Executive Compensation Proposal.”

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The following table sets forth the amounts of payments and benefits that each of the Company’s named executive officers would receive in connection with the asset sale, assuming: (i) that the effective time of the asset sale was September 17, 2024, the last practicable date prior to the date of this proxy statement; (ii) a per share price of Company common stock of $20.59, which is the average closing price per share of the Company’s common stock over the first five business days following the announcement of the purchase and assumption agreement; and (iii) each named executive officer experiences a qualifying termination of employment on September 17, 2024. This table does not include the value of benefits in which the named executive officers are vested without regard to the occurrence of a change in control. The amounts shown below are estimates based on multiple assumptions that may or may not actually occur, and as a result, the actual amounts to be received by a named executive officer may differ materially from the amounts shown below.

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Regulatory Approvals Required for the Asset Sale

The Bank and Atlanta Postal have agreed to use their reasonable best efforts to obtain all authorizations from applicable regulators that are necessary or advisable to consummate the asset sale and other transactions contemplated by the purchase agreement. This includes the approval, non-objection or waiver from the FDIC, the OCC, the GDBF, the NCUA and the Federal Reserve. The sale transaction cannot be completed without applicable regulators providing the required approvals, non-objections or waivers.

Atlanta Postal has filed the application materials necessary to obtain the regulatory approvals of the GDBF and the NCUA for the asset sale, and the Bank has filed the applications necessary to obtain the regulatory approvals of the FDIC for the asset sale and of the OCC for the asset sale and Bank liquidation. Following completion of the asset sale, the Bank will also seek an order from the FDIC terminating its deposit insurance. The Company will file a waiver request with the Federal Reserve with respect to the method of the calculation of payments of sub-accounts with respect to the Company’s liquidation account. Atlanta Postal and the Company cannot provide any assurance as to whether they will obtain the required regulatory approvals, when such approvals will be received, or whether there will be conditions in such approvals that are unacceptably burdensome to Atlanta Postal or the Company.

The FDIC may not approve any transaction that would result in a monopoly or otherwise substantially lessen competition or restrain trade, unless it finds that the anti-competitive effects of the transaction are clearly outweighed by the public interest. In addition, under federal law, a period of 30 days must expire following approval by the FDIC during which the Department of Justice may file objections to the asset sale under the federal antitrust laws. This waiting period may be reduced to 15 days if the Department of Justice has not received any adverse comments relating to the competitive factors of the transaction. If the Department of Justice were to commence an antitrust action, that action would stay the effectiveness of the FDIC approval of the asset sale unless a court specifically orders otherwise. In reviewing the asset sale, the Department of Justice could analyze the asset sale’s effect on competition differently than the FDIC, and thus it is possible that the Department of Justice could reach a different conclusion than the FDIC regarding the asset sale’s competitive effects.

The approval of any regulatory application merely implies satisfaction of regulatory criteria for approval, which does not include review of the asset sale or the Company dissolution from the standpoint of the adequacy or the fairness of the purchase price to be received by the Bank in the asset sale or the estimated distribution to be received by our stockholders in the Company dissolution. Regulatory approvals do not constitute an endorsement or recommendation of the proposed asset sale or the Company dissolution.

Financing of the Asset Sale

Atlanta Postal’s obligation to complete the asset sale and pay the purchase price is not contingent upon any receipt of external financing. The purchase agreement does not provide an assurance that Atlanta Postal has sufficient funds to pay the purchase price, but given the size and financial condition of Atlanta Postal, the Company believes that Atlanta Postal will have sufficient cash to pay the purchase price.

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Distributions to the Company’s Stockholders

Following the asset sale, the remaining net proceeds resulting from the purchase price that the Bank receives from Atlanta Postal in the asset sale will be distributed to the Company along with any other remaining net assets after the Bank pays, or provides for the payment of, all of its liabilities as part of the Bank liquidation. After the Bank liquidation, the Company will take all necessary action under applicable Maryland law, and pursuant to a Plan of Dissolution and Complete Liquidation, to dissolve, make provision for its liabilities, wind up its affairs and distribute its remaining net assets, including the remaining net cash proceeds from the purchase price paid by Atlanta Postal in the asset sale, to the stockholders of the Company.

Amounts that will be available for distribution to the Company in the Bank liquidation and amounts subsequently available to be distributed to the Company’s stockholders in connection with the Company dissolution will depend on the amount of any adjustment to the purchase price as well as the amount of expenses and other costs incurred after the asset sale that are described below under “— Factors That May Reduce the Amount of Stockholder Distributions.”

Based on the Company’s most recent analysis, if the asset sale is completed on or prior to March 31, 2025, the Company estimates that, after the Bank satisfies its remaining liabilities and liquidates and the Company pays, or provides for payment of, all of its liabilities, the aggregate cash distributions to be paid to the stockholders of the Company will be approximately $138.8 million to $140.0 million, or approximately $22.40 to $22.60 per share. The range of $22.40 to $22.60 is based on the assumption that the asset sale will be consummated no later than March 31, 2025. This estimated distribution per share is based on numerous assumptions, including an assumed 6,195,702 shares of Company common stock outstanding at the time of the Company dissolution, and is subject to change based on several factors. Factors that could cause the per share distribution to change include adjustments to the purchase price in the asset sale, as well as anticipated and unanticipated expenses and liabilities that arise during the sale and dissolution process, as discussed below and in the section below titled “— Factors That May Reduce the Amount of Stockholder Distributions.” Further, in addition to the factors that could affect the distribution received by stockholders of which the Company is currently aware, in the course of the sale and dissolution process, unanticipated expenses and liabilities may arise that may reduce the amount of cash available for distribution to stockholders. Accordingly, the ultimate per share distribution to the Company’s stockholders may be less or more than the estimated range of $22.40 to $22.60 per share. Stockholders may receive one or more separate distributions.

Treatment of Equity Awards

Stock Options. As of the record date, there were 640,766 outstanding options to purchase shares of Company common stock with a weighted average exercise price of $12.58 per share. If the asset sale is 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 immediately before the effective time of the asset sale 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 asset sale to be canceled in exchange for a cash payment equal to the in-the-money value of such options, calculated as the fair market value (as defined in the applicable stock incentive plan, which per share value is expected to approximate the amount of cash per share distributed to the stockholders in the Company dissolution) of the Company’s common stock as of the effective date of the asset sale minus the exercise price of such option. Holders of vested options may choose to exercise their options at any time before the consummation of the asset sale. All holders of shares received upon exercise of vested options will receive their pro rata portion of the net cash distributed to stockholders in the dissolution. The issuance of Company common stock in connection with the exercise of vested options and the payment of the in-the-money value of any options that are cancelled in connection with the Company dissolution will reduce the per share distribution amount paid to the stockholders in the Company dissolution.

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Restricted Stock. As of the record date, there were 122,084 shares of restricted stock outstanding. If the asset sale is completed, under the terms of the Company’s stock incentive plans, each share of restricted stock will automatically become fully vested at the effective time of the asset sale. If the Company dissolution proposal is approved, holders of such shares will receive their pro rata portion of the net cash distributed to stockholders in the Company dissolution. The expected cash distribution range of $22.40 to $22.60 per share assumes all shares of restricted stock outstanding immediately before the asset sale will vest at the effective time of the asset sale.

Retained Cash. In addition to the purchase price, the purchase agreement permits the Bank to retain cash in the amount of $75,000, as well as an amount mutually agreed upon by Atlanta Postal and the Bank in connection with federal, state and local income taxes resulting from the asset sale being structured as a purchase of assets and assumption of liabilities, reduced by the amount of cash and value of other assets less other liabilities held by the Company, which we refer to as the Retained Cash. The Retained Cash is separate from the purchase price and is intended to provide the Bank cash needed to pay third party costs and expenses incurred by the Bank in connection with the Bank liquidation after the closing of the asset sale, as well as to provide the Bank cash to satisfy tax obligations. The Retained Cash also includes amounts necessary to pay certain expenses that cannot be paid by the Bank before the closing of the asset sale.

Because the Retained Cash is intended to provide cash for transaction-related expenses that are not paid before the closing of the asset sale, and is further intended to provide cash to satisfy tax obligations, it is not intended or expected that the Retained Cash will increase the cash distribution received by stockholders in the connection with the subsequent Company dissolution. While the Retained Cash includes $75,000 for general post-closing related expenses, as well as other amounts for certain expenses that cannot be paid by the Bank before the closing of the asset sale, post-closing expenses may significantly exceed the amounts included in Retained Cash. In addition, post-closing tax obligations may exceed the amount retained to satisfy tax obligations. For a discussion of the effect of post-closing related expenses on the distribution to stockholder in connection with the Company dissolution, see “— Factors That May Reduce the Amount of Stockholder Distributions”  below.

Factors That May Reduce the Amount of Stockholder Distributions

Various factors could decrease the per share cash distribution to be received by stockholders. The estimated per share amount to be distributed to the stockholders of the Company in the Company dissolution could be decreased by any of the factors discussed below, among other factors.

Sale Transaction Costs Incurred Before the Asset Sale. The Bank and the Company will be responsible for their expenses incurred prior to the closing of the asset sale. The Retained Cash also includes amounts necessary to pay certain expenses that cannot be paid by the Bank before the closing of the asset sale. However, such expenses could exceed amounts retained by the Bank and the Company to pay such expense, in which case the Bank and the Company will be required to use other cash on hand, including a portion of the cash purchase price from the asset sale, to satisfy such expenses, which could reduce the per share distribution received by stockholders in connection with the Company dissolution.

Sale Transaction Costs Incurred After the Asset Sale. The Bank and the Company will be responsible for their expenses related to the Bank liquidation and the Company dissolution occurring after the closing of the asset sale, which we refer to as post-closing expenses. As described above, the Bank is permitted to retain $75,000, as retained cash, to offset post-closing expenses. However, such post-closing expenses could exceed $75,000, in which case the Bank and the Company will be required to use other cash on hand, including a portion of the cash purchase price from the asset sale, to satisfy post-closing expenses, which could reduce the per share distribution received by stockholders in connection with the Company dissolution.

It is not possible to accurately estimate the post-closing expenses. However, given the expected length of time that will be required to complete the Bank liquidation and the subsequent Company dissolution and the

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ongoing expenses that will be incurred during that time, post-closing expenses may significantly exceed $75,000. Post-closing expenses will include compensation costs for officers and directors who will continue to serve and manage the affairs of the Bank and the Company during the dissolution process, accounting and tax related expenses, including costs associated with filing all tax returns and closing any tax accounts or obligations required by applicable law, costs and expenses associated with disposing of and collecting on the Company’s non-cash assets, legal expenses, costs related to terminating the corporate existence of the Bank and the Company and making all related governmental filings, costs related to making distributions to stockholders after the Company dissolution, miscellaneous costs to operate the Bank and the Company during the liquidation and dissolution periods, and any final FDIC assessment costs. In addition, any loss of compensation deduction by the Bank for change in control payments made in connection with the asset sale may reduce the per share distribution received by stockholders in connection with the Company dissolution.

Estimated Tax Obligations. The asset sale is expected to be treated, for federal income tax purposes, as a taxable sale by the Bank of substantially all of its assets to Atlanta Postal in exchange for cash and the assumption of substantially all of the liabilities of the Bank. The Bank will recognize a gain or loss on the asset sale in an amount equal to the difference between the amount realized which will consist of the Purchase Price, as adjusted, and the adjusted tax basis in the net assets owned by the Bank. Based upon currently available information, we estimate that the Bank’s taxable gain related to the asset sale will be approximately $76.3 million, resulting in a tax liability of approximately $17.0 million. For a more detailed discussion of the tax liability the Bank will incur from the asset sale, see “Material U.S. Federal Income Tax Consequences — Tax Consequences of the Asset Sale and Liquidations to the Bank and the Company.”

Company Dividends to Stockholders. The Purchase Price will be reduced dollar-for-dollar to the extent the Company pays dividends to its stockholders before the completion of the asset sale. The Company has not previously paid dividends to its stockholders, and does not expect to pay any dividends before the completion of the asset sale.

Unexpected Costs. In addition to the known and expected expenses related to the Bank liquidation and the Company dissolution, there may be additional unexpected expenses and liabilities, including contingent liabilities, that arise during the sale and dissolution process. For example, although the Bank is not aware of any lawsuits or other unmatured contingent liabilities, any such litigation or liabilities that arise could significantly increase the time and expenses for completing the Bank liquidation and/or the Company dissolution. Such unanticipated expenses and liabilities may reduce the amount of cash available for distribution to stockholders.

When the Sale Transaction is Expected to be Completed

The closing of the asset sale will take place on either the fifth business day or the first Friday, whichever is later, of the first calendar month following the fulfillment or waiver of the conditions to the parties’ respective obligations to complete the asset sale as set forth in the purchase agreement or on another date mutually agreeable to Atlantic Postal, the Company and the Bank. The parties expect to complete the asset sale during the first quarter of 2025. However, some of the conditions to completing the asset sale, including the receipt of the required regulatory approvals, are not within the control of Atlanta Postal, the Company or the Bank, and we cannot guarantee when, or if, all conditions to completing the asset sale will be met in a timely manner or at all.

The Bank liquidation and the Company dissolution will take place as soon as practicable after the asset sale is completed. Upon consummation of the Bank liquidation, as described below, the Company will begin the Company dissolution, which includes paying state taxes owed by the Company, liquidating the Company’s remaining assets, paying, or making provision for the payment of, all of the Company’s known obligations and liabilities, resolving any proceedings or claims that may be asserted against the Company, establishing a contingency reserve and making all necessary filings related to the dissolution with governmental authorities.

In connection with the Company dissolution, the Company expects to distribute its remaining net assets, including the remaining net proceeds from the purchase price paid by Atlanta Postal in the asset sale, to its

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stockholders through one or more cash distributions. Following the completion of the asset sale, we anticipate the Bank will promptly pay, or provide for the payment of, all of its liabilities and will thereafter distribute its remaining net assets, including the net purchase price proceeds, to the Company as soon as reasonably practicable. Thereafter, the Company intends, as soon as reasonably practicable, to make an initial distribution of substantially all of the net purchase price proceeds from the asset sale to its stockholders. The Company may make one or more additional distributions to stockholders if the Company has additional remaining net assets after it has satisfied, or made provision for satisfying, all of its liabilities, including contingent liabilities. We anticipate that this process will be finalized within a year of the closing of the asset sale. However, this process could take longer than currently anticipated.

For a discussion of the Bank liquidation, see below under “— The Bank Liquidation.” For additional discussion of the Company dissolution, see “Proposal 2 — The Company Dissolution Proposal.”

The Bank Liquidation

Following the consummation of the asset sale, the Bank will liquidate under applicable OCC regulations and distribute its remaining assets to the Company, the sole stockholder of the Bank. In connection with the Bank liquidation, the Bank has filed with the OCC a Notice of Voluntary Liquidation, including its proposed Plan of Liquidation. No separate approval of the Company’s stockholders is required for the Bank liquidation. Rather, the Company, as the sole stockholder of the Bank, approved the Bank liquidation by written consent on     , 2024.

Upon completion of the asset sale, the Bank will have no material assets or liabilities other than cash received from Atlanta Postal as the purchase price and certain excluded liabilities and excluded assets from the asset sale. The excluded assets will include the cash that the Bank is permitted to retain in the asset sale (in addition to the cash received from Atlanta Postal as payment of the purchase price) to use to pay the excluded liabilities as soon as possible following completion of the asset sale and to pay costs and expenses related to the Bank liquidation.

The Bank must also terminate its FDIC insurance. The process of terminating the Bank’s FDIC insurance includes an examiner visitation after consummation of the asset sale to verify cessation of FDIC insured deposit taking activities and the absence of all deposits from the Bank’s books and the issuance of a formal Order of Termination of Insurance by the FDIC.

After the Bank liquidation, the Company will wind up its affairs and voluntarily dissolve as discussed under “Proposal 2 — The Company Dissolution Proposal.”

No Appraisal or Dissenters’ Rights

Under the Company’s Articles of Incorporation, the Company’s stockholders are not entitled to exercise any rights of an objecting stockholder provided under Maryland General Corporation Law unless the board of directors determines that such rights apply with respect to a transaction. The Company’s board of directors has not made such a determination with respect to the asset sale. Accordingly, the stockholders of the Company do not have appraisal or dissenters’ rights with respect to the asset sale.

Terms of the Purchase Agreement

Asset Sale; Purchase Price. In the asset sale, Atlanta Postal will purchase substantially all of the Bank’s assets and assume substantially all of the Bank’s liabilities (including all deposit liabilities). As consideration for the asset sale, Atlanta Postal will pay the Bank, in cash, the Purchase Price, and the Company will retain the Retained Cash.

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Under the terms of the purchase agreement, Atlanta Postal will purchase all of the assets of the Bank, except for certain excluded assets. The assets of the Bank that Atlanta Postal will not purchase in the asset sale, or the excluded assets, consist of:

Under the terms of the purchase agreement, Atlanta Postal will assume all of the liabilities of the Bank, except for certain excluded liabilities. The liabilities of the Bank that Atlanta Postal will not assume in the asset sale, or the excluded liabilities, consist of:

Conditions to the Asset Sale. The respective obligations of Atlanta Postal and the Bank to consummate the asset sale are subject to the satisfaction, or waiver by the other party, of certain conditions specified in the purchase agreement. Conditions to the obligations of both Atlanta Postal and the Bank to consummate asset sale are:

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In addition, the Bank’s obligations to consummate the asset sale are conditioned on the following unless waived by the Bank:

In addition, Atlanta Postal’s obligations to consummate the asset sale are conditioned on the following unless waived by Atlanta Postal:

Conduct of Business Pending the Asset Sale. The Bank and Atlanta Postal have agreed to use their reasonable best efforts in good faith to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or desirable, or advisable under applicable laws, so as to permit consummation of the transactions contemplated by the purchase agreement as promptly as practicable and will cooperate fully with the other party hereto to that end.

The Bank has agreed that, before the closing date of the asset sale, it will, except as provided in the purchase agreement:

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Additionally, the Bank has agreed that, before the closing date of the asset sale, it will not take certain actions, unless required by any regulatory agency or with the prior written consent of Atlanta Postal, which consent will not be unreasonably withheld or delayed, or unless subject to specified exceptions, with respect to:

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For a complete description of such restrictions on the conduct of the Bank’s business, see Section 7.05 of the purchase agreement, a copy of which is included as Annex A to this proxy statement.

Certain Other Covenants. The purchase agreement also contains other agreements relating to the conduct of the parties before consummation of the asset sale, including the following:

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Liquidation Accounts. In connection with the second-step conversion completed in 2021, the Company established a liquidation account as required by applicable Federal Reserve regulations. The liquidation account has been maintained for the benefit of certain depositors of the Bank as of the eligibility record dates for the stock offering in connection with the second-step conversion who continue to maintain their deposit accounts at the Bank. Such depositors hold a related inchoate interest in a portion of the liquidation account balance in relation to their deposit account at the applicable record date, or to such balance as it may be subsequently reduced. The Bank has established a mirror liquidation account for such depositors.

In the event of a complete liquidation of (i) the Bank or (ii) the Bank and the Company (and only in such event) following all liquidation payments to creditors of the Bank, eligible depositors are entitled to receive a liquidating distribution from the Company’s liquidation account provided that the Company has sufficient assets at the time of liquidation to fund its obligations under the Company liquidation account.

In the event of a complete liquidation of either (i) the Bank or (ii) the Bank and the Company (and only in such event) following all liquidation payments to creditors of the Bank at a time when the Bank has a positive net worth and the Company does not have sufficient assets at the time of liquidation to fund its obligations under the Company’s liquidation account, the Bank will make liquidating distributions from the Bank’s liquidation account.

The asset sale is considered a complete liquidation for this purpose. Eligible depositors will be paid the value of their liquidation sub-accounts accordingly. It is expected that such payments will be made from the Company’s liquidation account.

Agreement Not to Solicit Other Offers. The purchase agreement provides that the Company and the 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.”

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Notwithstanding these restrictions, if the Company is not otherwise in violation of its obligations with respect to such matters, the Company may provide information to, and may engage in such negotiations or discussions with, a person with respect to an “Acquisition Proposal” to the extent that the Company’s board of directors, after consulting with and considering the advice of its financial advisor and its outside counsel, determines in good faith 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 Atlanta Postal within two business days following the receipt by the Company of any such proposal and the substance thereof (including the identity of the person making the Acquisition Proposal and a copy of the Acquisition Proposal), and advise Atlanta Postal promptly of any developments with respect to such proposal.

As defined in the purchase agreement, “Acquisition Proposal” means a proposal made by a third party after the date of the purchase agreement to enter into an “Acquisition,” which is defined as a merger, reorganization, share exchange, consolidation, business combination, recapitalization, joint venture, partnership, dissolution, liquidation or similar transaction involving the Bank or the Company, any purchase of any equity interest in an amount equal to or greater than a 20% voting or economic interest in either the Company or the Bank, or any purchase of assets, securities or ownership interests equal to or greater than 20% of the consolidated assets of the Company or the Bank, other than the transactions contemplated by the purchase agreement.

No Change in Board Recommendation. The Company’s board of directors has agreed to recommend to stockholders the approval of the purchase agreement and the transactions contemplated therein unless, after having consulted with and considered the advice of its 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.

Employee Matters. Each Bank employee that Atlanta Postal elects to hire and who satisfies Atlanta Postal’s customary employment requirements will be offered similar salaries, duties and benefits as are available to similarly situated employees of Atlanta Postal. Each Bank employee who is (i) not offered employment with Atlanta Postal or (ii) involuntarily terminated by Atlanta Postal (other than for cause) within 12 months following the closing date of the asset sale, and who was not entitled to any consideration resulting from the asset sale pursuant to an employment agreement or change in control payment, will receive a severance payment, paid by Atlanta Postal, in an amount equal to two weeks of compensation for each year of service with the Bank, with a minimum of four weeks of severance and a maximum of 26 weeks of severance.

Representations and Warranties in the Purchase Agreement. The representations and warranties included in the purchase agreement and described below were made only for purposes of the purchase agreement and as of specific dates, are solely for the benefit of Atlanta Postal, the Bank and the Company, may be subject to limitations, qualifications or exceptions agreed upon by the parties, including those included in disclosure schedules made for the purposes of, among other things, allocating contractual risk between Atlanta Postal, and the Bank and the Company, rather than establishing matters as facts, and may be subject to standards of materiality that differ from those standards relevant to investors. Stockholders are not third-party beneficiaries under the purchase agreement, and in reviewing the representations, warranties, and covenants contained in the purchase agreement or any descriptions thereof in this summary, you should bear in mind that such representations, warranties and covenants or any descriptions thereof were not intended by the parties to the purchase agreement to be characterizations of the actual state of facts or condition of the parties or any of their respective subsidiaries or affiliates. You should not rely on the representations, warranties, covenants or any description thereof as characterizations of the actual state of facts or condition of Atlanta Postal, the Bank, the Company or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the purchase agreement, which subsequent information may or may not be fully reflected in public disclosures by Atlanta Postal, the Bank or the Company. The representations and warranties and other provisions of the purchase agreement should not be read alone, but instead should be read only in conjunction with the information provided elsewhere in this proxy statement.

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Atlanta Postal, the Bank and the Company have made certain customary representations and warranties to each other relating to their businesses in the purchase agreement. These representations and warranties relate to, among other things:

The Bank also has made representations and warranties to Atlanta Postal regarding:

Atlanta Postal also has represented that it has the financial ability to pay the Purchase Price without the need to obtain external financing.

For information on these representations and warranties, see Articles V and VI of the purchase agreement, a copy of which is included as Annex A to this proxy statement.

Termination of the Purchase Agreement. The purchase agreement may be terminated at or before the completion of the asset sale, either before or after any requisite stockholder approval, by:

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Termination Fee. The Bank must pay a cash termination fee in the amount of $6.39 million if the Bank terminates the purchase agreement because it has entered into another acquisition agreement with a third party in response to a superior acquisition proposal.

Fees and Expenses. Except as otherwise specified in the purchase agreement, each party will pay its own costs and expenses incurred in connection with the asset sale.

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PROPOSAL 2 — THE COMPANY DISSOLUTION PROPOSAL

General

The Company is seeking stockholder approval of the Company dissolution whereby the Company will dissolve, make provision for its liabilities, including contingent liabilities, wind up its operations, liquidate and distribute all of its remaining net assets, including the remaining net cash proceeds from the purchase price paid by Atlanta Postal in the asset sale, to stockholders of the Company. Although the Company dissolution is being approved separately from the purchase agreement and the asset sale, the Company dissolution is an integral part of the sale transaction contemplated by the purchase agreement and will occur only if the asset sale and the Bank liquidation are completed. The purchase agreement, the asset sale and the Bank liquidation are discussed under “Proposal 1 — The Asset Sale.” The Company’s reasons for the sale transaction are discussed under “Proposal 1 — The Asset Sale — The Company’s Reasons for the Sale Transaction.”

The sale transaction can be completed as intended only if the asset sale proposal and the Company dissolution proposal are both approved by the stockholders of the Company at the special meeting. If the asset sale proposal is not approved by the Company’s stockholders, the sale transaction will not occur and the Company will not be dissolved and no distribution will be made to stockholders of the Company, even if the Company dissolution proposal is approved by stockholders. If stockholders approve the asset sale proposal but do not approve the Company dissolution proposal, assuming the other closing conditions in the purchase agreement are satisfied, Atlanta Postal, the Company and the Bank may agree to complete the asset sale, but only if Atlanta Postal waives the condition to its obligation to consummate the asset sale that the Company has received stockholder approval of the Company dissolution proposal. If Atlanta Postal waives such condition and the parties close the asset sale, the Bank, having sold substantially all of its operating assets to Atlanta Postal, would liquidate and distribute its remaining assets to the Company. However, the Company could not then immediately begin the process of dissolving and the cash distributions to stockholders would be delayed until stockholders approve the Company dissolution. The Company does not intend to invest in another operating business following the completion of the asset sale and Bank liquidation. The Company would use its remaining assets to pay ongoing operating expenses, and the Company expects that such expenses would exceed any revenue generated by its remaining assets. Accordingly, the Company would use its remaining cash, including cash paid by Atlanta Postal in the asset sale if necessary, to satisfy its obligations and expenses until the Company is permitted to dissolve.

The following is a summary description of the material aspects of the Plan of Dissolution and Complete Liquidation, which we refer to as the “Plan of Dissolution,” and the Company dissolution. The summary below may not contain all the information that is important to you and should be read in conjunction with the Plan of Dissolution, which is attached as Annex B to this proxy statement.

Dissolution and Winding Up of the Company

By approving the Company dissolution pursuant to the Plan of Dissolution, the Company’s stockholders will be approving the voluntary dissolution of the Company under the Maryland General Corporation Law. If the Plan of Dissolution and Company dissolution are approved, the Company’s board of directors will take such actions as it deems, in its absolute discretion, necessary, appropriate or advisable to effect the Company dissolution. We expect that, following stockholder approval of the Company dissolution, and the completion of the asset sale and the Bank liquidation, the Company will:

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Timing of Distributions. In connection with the Company dissolution, the Company may distribute its remaining net assets, including the remaining net proceeds from the purchase price paid by Atlanta Postal in the asset sale, to its stockholders through one or more cash distributions to stockholders. Following the completion of the asset sale, we anticipate the Bank will promptly pay, or provide for the payment of, all of its liabilities and will thereafter distribute its remaining net assets to the Company as soon as reasonably practicable. Thereafter, the Company intends, as soon as reasonably practicable, to make an initial distribution of substantially all of the net purchase price proceeds from the asset sale to its stockholders. The Company may make one or more additional distributions to stockholders in the event the Company has additional remaining net assets after it has satisfied, or made provision for satisfying, all of its liabilities.

When the Company is in a position to begin making distributions to stockholders, stockholders will be provided information regarding the exact manner in which distributions will be made and if stockholders will be required to surrender their stock certificates to the Company. Stockholders should not send their stock certificates to the Company at this time.

We are unable to predict the precise timing of any distributions to our stockholders in connection with the Company dissolution. The timing of any distributions will be determined by the Company’s board of directors.

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We anticipate that this process will be finalized within a year of the closing of the asset sale. However, this process could take longer than currently anticipated.

Donation of Remainder to a Charitable Organization. A portion of the reserve fund discussed above may be retained by the Company in dissolution as a contingency reserve fund for three or more years. It is expected that any amount remaining in the reserve fund after the Company’s board of directors has determined that the reserve fund is no longer required will be immaterial compared to the cost and effort that would be required to equitably distribute such remaining funds to the Company’s stockholders entitled to distributions after such a long period. As a result, it is expected that the Company’s board of directors will, subject to a determination that it is in compliance with the directors’ fiduciary duties, donate any such remaining funds to a charitable organization.

Amount of Distributions. If the Company dissolution proposal is approved, following completion of the asset sale and subject to the Bank liquidation, the remaining net assets (including the remaining net cash proceeds from the purchase price paid by Atlanta Postal in the asset sale) of the Company after paying, or providing for the payment of, any and all debts and obligations of the Company, including the legal costs and fees for the winding up and Company dissolution, will be distributed to the stockholders of the Company on a pro rata basis in accordance with Maryland law and the Company’s articles of incorporation and bylaws. Based on the Company’s most recent analysis and an assumption that the asset sale will be consummated no later than March 31, 2025, we estimate that the aggregate cash distributions to be paid to the stockholders of the Company will be approximately $138.8 million, assuming the low end of the range we anticipate, to approximately $140.0 million, assuming the high end of the range we anticipate, or approximately $22.40 to $22.60 per share. The estimated distribution amount per share is based on numerous assumptions, including an assumed 6,195,702 shares of Company common stock outstanding at the time of the Company dissolution, and is subject to change based on several factors. Accordingly, you should not assume that the ultimate per share distribution will be equal to or greater than $22.40 per share. This estimated distribution per share range is based on numerous assumptions and is subject to change.

Factors that could cause the per share distribution to change include adjustments to the purchase price in the asset sale, consummation of the asset sale no later than March 31, 2025, as well as anticipated and unanticipated expenses and liabilities that arise during the sale and dissolution process. Stockholders may receive one or more separate distributions. For a detailed discussion of factors that could cause the distribution to be received by stockholders to change, see “Proposal 1 — The Asset Sale Proposal — Distributions to the Company’s Stockholders” and “— Factors That May Reduce the Amount of Stockholder Distributions.”

When the Company is in a position to begin making distributions to stockholders, distributions will be made to the record holders of shares of Company common stock as recorded in the books and records of the Company on a pro rata basis.

Contingency Fund. If deemed necessary or appropriate by the board of directors of the Company, in furtherance of the liquidation and distribution of the Company’s net assets to the stockholders of the Company and/or winding up the Company, the Company may transfer to one or more liquidating trustees, for the benefit of the Company’s stockholders and/or creditors, under a liquidating trust or other contingency reserve fund, any assets of the Company, including cash, intended for distribution to stockholders and creditors not disposed of at the time of Company dissolution. If the board of directors elects to establish a contingency reserve fund, it is estimated that the fund will be approximately $200,000 for possible post-dissolution expenses, including tax expenses beyond those calculated by the Company at the time of filing its final tax return, which the Company may maintain for up to the applicable statutory period after the filing of the articles of dissolution. If any such contingency reserve funds remain at the end of such periods the Company will distribute such remaining funds equitably to the Company’s stockholders entitled to such distributions. If the amount of such remaining funds is immaterial compared to the cost and effort that would be required to equitably distribute such remaining funds to the Company’s stockholders after such a long period, the Company’s board of directors may, subject to a

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determination that it is in compliance with the directors’ fiduciary duties, donate any such remaining funds to a charitable organization.

Record Date for Liquidating Distributions

It is expected that the initial liquidating distribution to stockholders will be made to stockholders of record as of the close of business on the day immediately preceding the day of such initial distribution, and that the proportionate interests of stockholders in the assets of the Company in any subsequent distributions will be fixed on the basis of their holdings on the day immediately preceding the initial distribution. However, this is subject to change in accordance with the Plan of Dissolution and stockholders will be notified of the date for determining stockholders entitled to distributions in advance of such date.

Trading of the Company’s Common Stock; Delisting and Deregistration of Company Common Stock

The Company’s common stock is currently listed on Nasdaq Capital Market under the symbol “AFBI.” After completion of the asset sale and shortly before the initial distribution of cash to stockholders, the Company common stock will be delisted from Nasdaq and deregistered under the Exchange Act. Upon deregistration, the Company will no longer file periodic reports with the SEC and the Company will cease to be an independent public company pending dissolution. The Company would then proceed with dissolution, if the Company dissolution proposal is approved, and upon such dissolution the Company will cease to exist.

Interests of Directors and Executive Officers in the Proposed Dissolution of the Company

In considering the unanimous recommendation of the Company’s board of directors to vote “FOR” the Company dissolution proposal, the Company’s stockholders should be aware that certain directors and executive officers of the Company have interests in the sale transaction, of which the proposed Company dissolution is an integral part, that are in addition to, or different from, their interests as stockholders of the Company. These 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 asset sale; (b) entitlement to indemnification and liability insurance coverage under the purchase agreement for a period of six years after the closing of the asset sale; (c) the receipt of cash severance payments by executive officers in connection with the termination of their employment agreements; (d) executive officers entering into new employment agreements with Atlanta Postal; (e) accelerated vesting of benefits under a supplemental executive retirement plan, or SERP; and (f) 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 a more detailed discussion of the interests of directors and executive officers in the sale transaction, see “Proposal 1 — The Asset Sale — Interests of Directors and Executive Officers in the Asset Sale.” The Company’s board of directors was aware of these interests and considered them, among other matters, in approving the purchase agreement, the asset sale and the proposed Company dissolution.

Abandonment; Amendment

Notwithstanding stockholder approval of the Company dissolution proposal, the board of directors may abandon the Company dissolution and the Plan of Dissolution at any time before filing the articles of dissolution. Upon such filing, in accordance with Maryland law, the Company dissolution will be effective and may no longer be abandoned.

The Plan of Dissolution provides that, notwithstanding approval of the Company dissolution proposal by the Company’s stockholders, the board of directors may modify or amend the Plan of Dissolution without further action by or approval of the stockholders, to the extent permitted under applicable law.

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Liability of Stockholders, Directors and Officers

Under Maryland law, the Company dissolution does not relieve the Company’s stockholders, directors, or officers from any obligation or liability imposed on them by law.

Maryland law provides that a stockholder could be held liable to creditors of the Company for his or her pro rata portion (based on relative stockholdings) of any such liability, limited to the amount received by the stockholder in distributions from the Company under the Plan of Dissolution. If we made a distribution to you, in such circumstances, you may have to pay back some or all of the distributions made to you. Because we intend to carefully evaluate, and make adequate provision for, the Company’s liabilities in winding up the Company, we do not anticipate that any distribution will be made pursuant to the Plan of Dissolution without payment or adequate provision having been made for all of the Company’s liabilities.

No Appraisal or Dissenters’ Rights

Under the Company’s Articles of Incorporation, the Company’s stockholders are not entitled to exercise any rights of an objecting stockholder provided under Maryland General Corporation Law unless the board of directors determines that such rights apply with respect to a transaction. The Company’s board of directors has not made such a determination with respect to the Company dissolution. Accordingly, the stockholders of the Company do not have appraisal or dissenters’ rights with respect to the Company dissolution.

Company Dissolution Conditioned on Completion of the Asset Sale

The Company dissolution will occur only after, and is conditioned on the completion of, the asset sale and the Bank liquidation. If the asset sale and Bank liquidation do not receive regulatory or stockholder approval or are not completed for any other reason, the Company will not be dissolved, even if the Company dissolution proposal is approved by the stockholders of the Company at the special meeting.

Recommendation of the Board of Directors

THE COMPANY’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL OF THE COMPANY DISSOLUTION FOLLOWING CONSUMMATION OF THE ASSET SALE.

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PROPOSAL 3 — THE EXECUTIVE COMPENSATION PROPOSAL

General

Pursuant to the federal securities laws, the Company is required to submit a proposal to its stockholders for a non-binding advisory vote to approve the payment of certain compensation to the named executive officers of the Company (as determined pursuant to Item 401 of SEC Regulation S-K) that is based on or otherwise relates to the asset sale. This executive compensation proposal gives the Company’s stockholders the opportunity to express their views on the compensation that certain Company executive officers may be entitled to receive that is based on or otherwise relates to the asset sale.

This compensation, sometimes referred to as “golden parachute” compensation, is described in tabular and narrative form in the section entitled “Proposal 1 — The Asset Sale — Interests of Company Directors and Executive Officers in the Asset Sale.” The Company’s commitments to make payments upon a change in control have been disclosed annually in the Company’s previous annual meeting proxy statements, and the payments described in the section entitled “Proposal 1 — The Asset Sale — Interests of Company Directors and Executive Officers in the Asset Sale” describes the current nature of the Company’s commitments.

Therefore, the Company is requesting the approval of the Company’s stockholders, on a non-binding advisory basis, of the compensation of the named executive officers of the Company based on or related to the asset sale and the agreements and understandings concerning such compensation. As required by Rule 14a-21(c) of the Exchange Act, the Company is asking its stockholders to approve the following resolution:

“RESOLVED, that the compensation to be paid or become payable to the named executive officers of the Company in connection with the asset sale and the Company liquidation, as disclosed in the section entitled “Proposal 1 — The Asset Sale — Interests of Company Directors and Executive Officers in the Asset Sale,” and the related tabular and narrative form, is hereby APPROVED.”

Because the proposal is advisory in nature only, a vote for or against this proposal will not be binding on the Company regardless of whether the asset sale and the Company dissolution are approved. Accordingly, as the compensation to be paid to the named executive officers of the Company based on or related to the asset sale is contractual with the executives, regardless of the outcome of this vote, such compensation will be payable, subject only to the conditions applicable thereto, if the asset sale and the Company dissolution are completed.

Vote Requirement

Approval of the advisory (non-binding) executive compensation proposal requires the affirmative vote of a majority of the votes cast on the proposal.

Recommendation of the Board of Directors

THE COMPANY’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL OF THE EXECUTIVE COMPENSATION PROPOSAL.

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PROPOSAL 4 — THE ADJOURNMENT PROPOSAL

General

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 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 asset sale proposal or the Company dissolution proposal, or both.

If this adjournment proposal is approved, the special meeting could be adjourned or postponed to any date. If the special meeting is adjourned or postponed, stockholders of the Company who have already submitted their proxies will be able to revoke their proxy at any time prior to their use. If you sign, date and return a proxy and do not indicate how you wish to vote on the adjournment proposal, your shares of Company common stock will be voted in favor of the adjournment proposal.

Vote Requirement

Approval of the adjournment proposal requires the affirmative vote of a majority of the votes cast on the proposal.

Recommendation of the Board of Directors

THE COMPANY’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL OF THE ADJOURNMENT PROPOSAL.

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MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

The following is a general discussion of the anticipated material U.S. federal income tax consequences to U.S. holders (as defined below) of the Company’s common stock as a result of the asset sale and subsequent winding-up, liquidation and Company dissolution after the asset sale. This discussion does not address any tax consequences arising under any U.S. state, local or foreign laws, the Medicare tax on net investment income, the alternative minimum tax or under any U.S. federal laws other than U.S. federal income tax laws (such as estate or gift tax laws). This discussion is based upon applicable provisions of the Internal Revenue Code of 1986, as amended, or the Code, the Treasury regulations promulgated under the Code and court and administrative rulings and decisions, all as in effect on the date of this proxy statement, and all of which are subject to change, possibly with retroactive effect, which could affect the accuracy of the statements and conclusions set forth in this discussion.

This discussion addresses only U.S. holders of Company common stock that hold their shares of Company common stock as a “capital asset” within the meaning of Section 1221 of the Code (generally, property held for investment). For purposes of this discussion, the term “U.S. holder” means a beneficial owner of Affinity Bancshares common stock that is for U.S. federal income tax purposes (1) an individual citizen or resident of the United States, (2) a corporation or other entity treated as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States, any state thereof or the District of Columbia, (3) a trust if  (a) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons (within the meaning of Section 7701(a)(30) of the Code) have the authority to control all substantial decisions of the trust or (b) such trust was in existence on August 20, 1996 and has a valid election in place to be treated as a U.S. person for U.S. federal income tax purposes, or (4) an estate, the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source. Importantly, this discussion is for general information only and does not address all aspects of U.S. federal income taxation that may be relevant to a particular holder in light of that holder’s individual circumstances or to a holder that is subject to special treatment under the U.S. federal income tax laws, such as those rules relating to:

If an entity or an arrangement treated as a partnership for U.S. federal income tax purposes holds Affinity Bancshares common stock, the tax treatment of a partner in such partnership generally will depend on the status of the partner and the activities of the partnership. Any entity treated as a partnership for U.S. federal income tax purposes that holds Affinity Bancshares common stock, and any partners in such partnership, should consult their own tax advisors about the tax consequences of the asset sale to them.

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Determining the actual tax consequences of the asset sale to a U.S. holder is complex and can depend, in part, on the U.S. holder’s specific situation. Each U.S. holder should consult its own independent tax advisor as to the tax consequences of the asset sale in its particular circumstance, including the applicability and effect of the alternative minimum tax and any state, local, foreign or other tax laws and of changes in those laws.

Tax Consequences of the Asset Sale and Liquidations to the Bank and the Company

The asset sale is expected to be treated, for federal income tax purposes, as a taxable sale by the Bank of substantially all of its assets to Atlanta Postal in exchange for cash and the assumption of substantially all of the liabilities of the Bank by Atlanta Postal. The Bank will recognize gain or loss on the asset sale in an amount equal to the difference between the amount realized — which will consist of the Purchase Price, as adjusted — and the adjusted tax basis in the net assets owned by the Bank. Based upon currently available information, we estimate that the Bank’s taxable gain will be approximately $76.3 million, resulting in a tax liability of approximately $17.0 million.

Following the asset sale, the Bank will liquidate and distribute its remaining assets to the Company, the sole stockholder of the Bank. The Bank liquidation is not expected to result in the recognition of gain or loss to the Bank or the Company. Subject to the Bank liquidation, assuming the Company dissolution proposal is approved, the Company will liquidate and distribute its remaining assets to its stockholders in exchange for their common stock. A corporation will generally recognize gain or loss on the distribution of property in full liquidation as if such property were sold at its fair market value. To the extent the Company distributes only cash, which is expected, the Company is not expected to recognize gain or loss as a result of the liquidating distribution.

Tax Consequences to U.S. Holders Who Receive Cash in Exchange for Company Common Stock

A U.S. holder that surrenders Company common stock in exchange for cash pursuant to the asset sale and subsequent dissolution of the Company 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 asset sale, 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.

If a U.S. holder acquired different blocks of shares of Company common stock at different times or different prices, the U.S. holder should consult the U.S. holder’s independent tax advisor regarding the manner in which gain or loss should be determined for each identifiable block of Company shares. Each U.S. holder of Company common stock should consult its own independent tax advisor as to the tax consequences of the asset sale and the Company dissolution in its particular circumstance, including the applicability and effect of the alternative minimum tax and any state, local, foreign or other tax laws and of changes in those laws.

Backup Withholding

A U.S. holder of Company common stock may be subject, under certain circumstances, to information reporting and backup withholding at the applicable rate (currently 24%) with respect to any cash payments that the U.S. holder receives. A U.S. holder generally will not be subject to backup withholding, however, if the U.S. holder:

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Any amounts withheld under the backup withholding rules are not an additional tax and generally would be allowed as a refund or credit against the U.S. holder’s U.S. federal income tax liability, if the U.S. holder timely furnishes the required information to the Internal Revenue Service.

This discussion of certain material U.S. federal income tax consequences is for general information only and is not intended to be tax advice. Holders of Company common stock are urged to consult their independent tax advisors with respect to the application of U.S. federal income tax laws to their particular situations as well as any tax consequences arising under the U.S. federal estate or gift tax rules, or under the laws of any state, local, foreign or other taxing jurisdiction or under any applicable tax treaty.

ANCILLARY AGREEMENTS

Voting Agreement

In connection with the execution of the purchase agreement, each director of the Company entered into a voting agreement with Atlanta Postal and the Company. Under the terms of the voting agreement, such directors agreed in their capacity as stockholders of the Company to vote the shares of Company common stock for which they own or control in favor of the purchase agreement and the transactions contemplated by the purchase agreement, including the asset sale. Generally, the voting agreement obligates these stockholders to vote their shares in favor of the purchase agreement and against approval of any other competing proposal to acquire the stock or assets of the Company or the Bank, subject to certain limitations involving their fiduciary or other legal obligations. The voting agreement further restricts these stockholders from seeking competing proposals for the acquisition of the Company or the Bank or the assets of the Company or the Bank. The voting agreement will remain in effect until the consummation of the asset sale or the termination of the purchase agreement.

As of September 13, 2024, the record date for the special meeting, these individuals held an aggregate of 364,594 shares of Company common stock (excluding exercisable stock options), representing 5.69% of the issued and outstanding shares of Company common stock, which totaled 6,412,430 as of such date.

Non-Solicitation, Non-Competition, and Confidentiality Agreements

In connection with the execution of the purchase agreement, each of the Company’s directors entered into a non-solicitation, non-competition, and confidentiality agreement with Atlanta Postal, or the non-solicitation agreement. Under the non-solicitation agreement, each such director agreed to, among other things, (1) for two years following the closing of the asset sale, not engage in certain competitive activities with Atlanta Postal, including not soliciting former employees of the Bank who become employees of Atlanta Postal following the asset sale and customers of the Atlanta Postal and not making any derogatory remarks or statements regarding Atlanta Postal, (2) not disclose or use any confidential information or trade secrets of Atlanta Postal for any purpose for so long as such information remains confidential information or a trade secret, and (3) for two years following the closing of the asset sale, not engage in any business activities which are conducted by Atlanta Postal or the Bank, whether as a consultant, officer, employee, agent or stockholder, in counties in Georgia in which the Bank operates a banking office as of the closing of the asset sale and each county contiguous to each of such counties. The non-solicitation agreement becomes effective at the closing date of the asset sale and terminates and becomes null and void upon any termination of the purchase agreement in accordance with its terms.

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INFORMATION ABOUT AFFINITY BANCSHARES, INC.

General

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. The Company is the holding company for Affinity Bank. The Company is a bank holding company registered under the Bank Holding Company Act of 1956, as amended. As a bank holding company, the Company is subject to supervision and regulation by the Federal Reserve in accordance with the requirements set forth in the Bank Holding Company Act of 1956, as amended and by the rules and regulations issued by the Federal Reserve. Shares of Company common stock are listed on the Nasdaq Capital Market under the symbol “AFBI.”

Affinity Bank 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 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. Additionally, the Bank is a member of the Federal Home Loan Bank of Atlanta. The Bank’s deposits are insured by the FDIC.

As of June 30, 2024, the Company had total consolidated assets of $873.6 million, total gross loans of $692.6 million, total deposits of $689.7 million, and stockholders’ equity of $125.1 million.

Beneficial Ownership of Management and Principal Stockholders

The following table sets forth, as of September 13, 2024, certain information regarding the beneficial ownership of Company common stock by (i) the directors and executive officers of the Company, (ii) each person who beneficially owns 5% or more of the total outstanding shares of Company common stock and (iii) all directors and executive officers as a group.

The percentage of beneficial ownership is calculated based on 6,412,430 outstanding shares of Company common stock. Beneficial ownership is determined in accordance with the rules of the SEC, which generally attribute beneficial ownership of securities to persons who possess sole or shared voting or investment power with respect to those securities and includes shares in which the stockholder has the right to acquire within 60 days of the record date through the exercise of stock options. Unless otherwise indicated, based on information furnished by such stockholders, management of the Company believes that each person has sole

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voting and dispositive power over the shares indicated as owned by such person and the address of each stockholder is the same as the address of the Company.

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Market Area

The Bank operates through three branches, with two located in the city of Covington, Georgia, and one located on in Atlanta, Georgia. Additionally, the Bank operates a loan production office in Alpharetta, Georgia. The Bank’s business does not depend on one or a few major customers.

Employees

As of June 30, 2024, the Bank had 89 full-time equivalent employees, none of whom is covered by a collective bargaining agreement. The Bank believes it has good working relations with its employees.

Legal Proceedings

There are no threatened or pending legal proceedings against the Company which, if determined adversely, would, in the opinion of management, have a material adverse effect on the Company’s financial condition, results of operations or cash flows.

OTHER MATTERS

The Company does not know of any business to be presented for action at the special meeting other than those items referred to in this proxy statement. If any other matters properly come before the special meeting or any adjournment thereof, it is intended that the proxies will be voted in respect thereof by and at the discretion of the persons named as proxies on the proxy card.

IMPORTANT NOTICE REGARDING DELIVERY OF SECURITY HOLDER DOCUMENTS

The SEC has adopted rules that permit companies and intermediaries (such as banks, brokers and other holders of record) to satisfy the delivery requirement for proxy materials with respect to two or more stockholders sharing the same address by delivering single copy of the proxy materials addressed to all stockholders at that address, unless one or more of the affected stockholder has provided contrary instructions to such company or intermediary, as applicable. This process is commonly known as “householding.” To conserve resources and reduce expenses, we consolidate materials under these rules when possible.

Certain brokerage firms, banks or similar entities holding shares of Company common stock for their customers may household notices or proxy materials. Stockholders sharing an address whose shares of Company common stock are held in “street name” should contact their bank, broker or other holder of record if they wish to receive only one copy per household in the future. The Company will also promptly deliver a separate copy of the notice or proxy materials to the Company’s stockholders at a shared address to which a single copy of the documents was delivered, and stockholders can notify the Company that they wish to receive separate materials in the future, upon written or oral request at the following address or telephone number: Laurel Hill Advisory Group, LLC, 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.

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STOCKHOLDER PROPOSALS

If the asset sale and Company dissolution occur, there will be no annual meeting of stockholders for 2025. If the asset sale and Company dissolution do not occur, then the Company will hold an annual meeting in 2025 in accordance with its current governing documents and as required by Maryland law.

The Company’s Bylaws generally provide that any stockholder desiring to make a proposal for new business at a meeting of stockholders must have given timely notice thereof in writing to the Secretary of the Company. In order for a stockholder to properly bring business before an annual meeting, our Secretary must receive written notice not earlier than the 100th day nor later than the 90th day prior to the anniversary of the prior year’s annual meeting; provided, however, that in the event the date of the annual meeting is advanced more than 30 days prior to the anniversary of the preceding year’s annual meeting, then, to be timely, notice by the stockholder must be so received no earlier than the day on which public disclosure of the date of such annual meeting is first and made not later than the tenth day following the earlier of the day notice of the meeting was mailed to stockholders or such public announcement was made.

The notice with respect to stockholder proposals that are not nominations for director must set forth as to each matter such stockholder proposes to bring before the annual meeting: (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting; (ii) the name and address of such stockholder as they appear on our books and of the beneficial owner, if any, on whose behalf the proposal is made; (iii) the class or series and number of shares of our capital stock which are owned beneficially or of record by such stockholder and such beneficial owner; (iv) a description of all arrangements or understandings between such stockholder and any other person or persons (including their names) in connection with the proposal of such business by such stockholder and any material interest of such stockholder in such business; and (v) a representation that such stockholder intends to appear in person or by proxy at the annual meeting to bring such business before the meeting.

If held, the 2025 annual meeting of stockholders is expected to be held May 22, 2025. Advance written notice for certain business to be brought before the next annual meeting, if one is held, must be given to us no later than February 21, 2025 and no earlier than February 11, 2025. If notice is received after February 21, 2025 or earlier than February 11, 2025, it will be considered untimely, and we will not be required to present the matter at the stockholders meeting.

Nothing in this proxy statement shall be deemed to require us to include in our proxy statement and proxy relating to an annual meeting any stockholder proposal that does not meet all of the requirements for inclusion established by the SEC in effect at the time such proposal is received.

In order to be eligible for inclusion in the proxy materials for the Company’s 2025 Annual Meeting of Stockholders, any stockholder proposal to take action at such meeting must be received at the Company’s executive office, 3175 Highway 278, Covington, Georgia 30014, no later than December 13, 2024. If the date of the 2025 Annual Meeting of Stockholders is changed by more than 30 days from May 22, 2025, any stockholder proposal must be received at a reasonable time before we print or mail proxy materials for such meeting. Any such proposals shall be subject to the requirements of the proxy rules adopted under the Exchange Act.

In order to solicit proxies in support of director nominees other than the Company’s nominees for the Company 2025 Annual Meeting of Stockholders, a person must provide notice postmarked or transmitted electronically to the Company’s executive office, 3175 Highway 278, Covington, Georgia 30014, or AFBI@myaffinitybank.com, no later than March 24, 2025. Any such notice and solicitation will be subject to the requirements of the proxy rules adopted under the Exchange Act.

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WHERE YOU CAN FIND MORE INFORMATION

The Company files annual, quarterly and current reports, proxy statements and other information with the SEC under the Exchange Act. The SEC maintains an internet website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The internet website maintained by the SEC is https://www.sec.gov. You may also retrieve the Company’s SEC filings at its internet website at www.newtonfederal.com under the heading “Investor Relations” and then under the heading “Filings and Financials.” The information contained on our internet website, or any other internet site described herein, is not part of, and is not incorporated or deemed to be incorporated by reference into this proxy statement.

Statements contained in this proxy statement, or in any document incorporated by reference into this proxy statement regarding the contents of any contract or other document, are not necessarily complete and each such statement is qualified in its entirety by references to that contract or other document filed as an exhibit with the SEC. The SEC’s rules allow the Company to “incorporate by reference” information into this proxy statement, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this proxy statement from the date those documents are filed, except for any information superseded by information contained directly in this proxy statement. The Company has filed the documents listed below with the SEC under the Exchange Act (file number 001-39914), and these documents are incorporated herein by reference (other than information in such documents that is furnished and not deemed to be filed):

You may obtain any of the documents incorporated by reference from the SEC’s internet website described above. Documents incorporated by reference into this proxy statement are also available from the Company without charge, excluding all exhibits unless specifically incorporated by reference into such documents. Stockholders may obtain any and all documents incorporated by reference into such documents without charge, by requesting them in writing or by telephone from Laurel Hill Advisory Group, LLC at the following address and telephone number:

Laurel Hill Advisory Group, LLC

2 Robbins Lane, Suite 201

Jericho, New York 11753

Banks and brokers: (516) 933-3100

All others (toll-free): (888) 742-1305.

If you would like to request documents, please do so by October 28, 2024 to receive them before the special meeting. If you request any incorporated documents, the Company undertakes to mail them to you by first-class mail, or another equally prompt means, within one business day of receipt of your request.

You should rely only on the information contained in this proxy statement, including the annexes attached hereto or the information incorporated by reference herein, to vote your shares of Company common stock at the special meeting. The Company has not authorized anyone to provide you with information that differs from that contained in this proxy statement. Therefore, if anyone does give you information of this sort, you should not rely on it. This proxy statement is dated September 23, 2024. You should not assume that the information contained in this proxy statement is accurate as of any date other than that date, and the mailing of this proxy statement to stockholders will not create any implication to the contrary.

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ANNEX A

PURCHASE AND ASSUMPTION AGREEMENT

BY AND AMONG

ATLANTA POSTAL CREDIT UNION,

AFFINITY BANCSHARES, INC.,

AND

AFFINITY BANK, NATIONAL ASSOCIATION

MAY 30, 2024

A-i

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