ODNB Financial Corporation and National Capital Bancorp announced that they have entered into a definitive merger agreement in a transaction that will create a community banking organization with approximately $2.4 billion in total assets and operations across Washington, D.C., Virginia, Maryland, Pennsylvania, and Florida.
Under the terms of the agreement, National Capital Bancorp will merge into privately held ODNB Financial, with ODNB surviving as the holding company. Following the completion of the transaction, the combined company will be renamed National Capital Bancorp and is expected to list its common stock on either the Nasdaq or the New York Stock Exchange under the ticker symbol “NACB.”
Old Dominion National Bank will merge into The National Capital Bank of Washington, with National Capital Bank remaining the surviving banking subsidiary. Centre 1st Bank will continue operating as a division of the combined institution in Pennsylvania. The combined organization is expected to operate 10 branches and become the seventh-largest bank headquartered in the Washington, D.C. metropolitan area.
Mark Merrill, current chairman and chief executive officer of ODNB, will serve as chief executive officer of both the combined holding company and bank and will also become president of the bank. Richard B. “Randy” Anderson Jr., chairman and chief executive officer of National Capital Bancorp, will serve as non-executive chairman of both boards, while ODNB President Jack Infield will become president of the combined holding company. The board will consist of 17 directors, including 10 from ODNB and seven from NACB.
National Capital Bancorp shareholders will have the option to receive stock, cash, or a combination of both. Existing ODNB shareholders are expected to own approximately 65% to 68% of the combined company, while National Capital Bancorp shareholders are expected to own approximately 32% to 35%. Based on a predominantly stock-based consideration structure, the companies expect the transaction to be more than 50% accretive to earnings per share in 2027.
The companies said the combination brings together two community banking franchises with complementary strengths, including National Capital Bank’s deposit base and ODNB’s growth profile. Both institutions currently use the same data processing platform, which management believes will facilitate operational integration and minimize disruption for customers.
The transaction, which has been unanimously approved by the boards of both companies, is expected to close in the fourth quarter of 2026, subject to regulatory approvals and approval by shareholders of both organizations.
KEY QUOTES:
“This strategic combination creates a strong and promising future for our organization, our customers, and our shareholders. NACB brings one of the strongest deposit bases in the Washington, D.C. region, which complements ODNB’s best-in-class growth rate. I am also very pleased that Randy Anderson will serve as Chairman of the combined company and bank. Randy and I have known each other for more than a dozen years and have worked together in the past. We share the same philosophy and values, and we believe that bringing our teams together as one company will be a meaningful step forward for both organizations.”
Mark S. Merrill, Chairman and CEO, ODNB Financial Corporation
“ODNB and NACB are community-focused organizations with similar cultures and a shared commitment to customers. This merger brings together two strong teams dedicated to exceptional client service, lasting relationships, and helping individuals and businesses achieve their financial goals. With greater scale, expanded resources, higher loan limits, and broader geographic reach, we will be better positioned to serve customers, support employees with additional career opportunities, deepen our presence in existing markets, and expand more effectively into the markets we seek to serve.”
Richard B. (Randy) Anderson Jr., Chairman of the Board, National Capital Bancorp
