ODNB, National Capital Bancorp to Form $2.4B Community Bank Platform
ODNB Financial Corporation and National Capital Bancorp have agreed to merge in a transaction that will create a banking company with approximately $2.4 billion in total assets and a broader presence across the Washington, D.C., Virginia and Pennsylvania markets.
Under the agreement, ODNB Financial, the parent company of Old Dominion National Bank, will serve as the surviving bank holding company. Following the close, the combined entity will adopt the name National Capital Bancorp, Inc. and plans to list its common stock on either the Nasdaq or the New York Stock Exchange under the ticker symbol “NACB.”
The transaction will also combine the banks’ operating subsidiaries. Old Dominion National Bank will merge into The National Capital Bank of Washington, which will continue as the surviving banking institution. Centre 1st Bank will remain as a division of the combined bank in Pennsylvania.
Leadership of the new company will draw from both organizations. Richard B. “Randy” Anderson Jr., current chairman and CEO of National Capital Bancorp, will become non-executive chairman of the combined holding company and bank. Mark Merrill, chairman and CEO of ODNB, will serve as chief executive officer of both entities and president of the combined bank. Jack Infield, president of ODNB, will become president of the holding company.
“NACB brings one of the strongest deposit bases in the Washington, D.C. region, which complements ODNB’s best-in-class growth rate,” Merrill said.
Under the merger terms, NACB shareholders can elect to receive 5.2390 shares of ODNB stock per NACB share, $83 per share in cash, or a 90% stock/10% cash mix. ODNB shareholders are expected to own 65-68% of the combined company, with NACB shareholders holding the remainder. The deal is expected to close in the fourth quarter of 2026.
Piper Sandler & Co. acted as financial advisor to NACB and delivered a fairness opinion to the Board of Directors of NACB, and Williams Mullen served as legal counsel to NACB. D.A. Davidson & Co. acted as financial advisor to ODNB in the transaction and delivered a fairness opinion to the Board of Directors of ODNB. Troutman Pepper Locke LLP served as legal counsel to ODNB.