ODNB Financial Corporation and National Capital Bancorp, Inc. Announce Merger of Equals Creating a Top Tier Community Bank Headquartered in Washington, D.C. with Approximately $2.4 Billion in Total Assets

ODNB Financial Corporation has announced a definitive merger agreement to acquire National Capital Bancorp, Inc. in a transaction valued at an undisclosed amount. This strategic move, disclosed on June 15, 2026, will result in the formation of a combined bank holding company with approximately $2.4 billion in assets and a network of 10 branches across Washington, D.C., Virginia, Maryland, Pennsylvania, and Florida. The merger is expected to elevate the combined entity to the seventh-largest bank headquartered in the Washington, D.C. metropolitan statistical area (MSA) and is anticipated to list its common stock on either Nasdaq or the New York Stock Exchange concurrent with the merger's closing.

The merger brings together two community-focused institutions with a shared commitment to providing exceptional financial services. ODNB, the holding company for Old Dominion National Bank, has demonstrated a strong growth trajectory, while National Capital Bancorp, the holding company for The National Capital Bank of Washington, boasts a robust deposit base in the Washington, D.C. region. The alignment of their operational systems is expected to facilitate a smooth integration process, minimizing disruption for customers and enhancing the overall service delivery of the combined organization.

Strategically, the merger is designed to leverage the strengths of both companies to create a more competitive entity capable of offering a wider range of products and services. The combined bank is projected to benefit from increased scale and resources, which will enhance its ability to serve both individual and business clients. The merger is also expected to yield significant earnings per share (EPS) accretion, with estimates suggesting over 50% accretion in EPS by 2027, driven by the combined company's strong pro forma profitability.

The governance structure of the new entity will reflect a balanced integration of leadership from both organizations. Mark Merrill, the current CEO of ODNB, will lead the combined holding company, while Richard B. (Randy) Anderson, Jr., the current Chairman and CEO of NACB, will serve as the non-executive Chairman. This leadership alignment is indicative of the cultural compatibility between the two firms and their commitment to maintaining their community-focused approach.

As the banking sector continues to evolve, this merger underscores the ongoing trend of consolidation aimed at achieving greater efficiencies and competitive advantages. The combination of ODNB and NACB is expected to enhance trading liquidity for both companies and provide meaningful value creation for shareholders. With the anticipated closing of the merger in the fourth quarter of 2026, subject to regulatory and shareholder approvals, the combined entity is poised to strengthen its market position and expand its reach in the region, reflecting broader dynamics of growth and consolidation within the financial services industry.