ODNB Financial Corp., the parent of Old Dominion National Bank, and National Capital Bancorp, Inc. (NACB), the parent of The National Capital Bank of Washington, on Monday announced a merger agreement under which NACB will merge into ODNB, with ODNB as the surviving bank holding company.
ODNB said the transaction will create a bank holding company with approximately $2.4 billion in assets.
The combined company, to be named National Capital Bancorp, is expected to list its shares on Nasdaq or the New York Stock Exchange under the ticker NACB. It will operate 10 branches across Washington, D.C., Virginia, Maryland, Pennsylvania and Florida, making it the seventh-largest bank headquartered in the Washington, D.C. metropolitan area.
Under the agreement, NACB shareholders can choose to receive either 5.2390 shares of ODNB for each NACB share, $83.00 per share in cash, or a combination of 90% stock and 10% cash, subject to certain limits.
Existing ODNB shareholders are expected to own about 65% to 68% of the combined company, while NACB shareholders are expected to own about 32% to 35%.
The companies said the transaction is expected to be more than 50% accretive to earnings per share in 2027.
Mark Merrill, current Chairman and CEO of ODNB, will serve as CEO of the combined company and bank, while also serving as President of the combined bank. Jack Infield, current President of ODNB, will become President of the combined holding company. Richard B. Anderson, Jr., Chairman and CEO of NACB, will serve as non-executive Chairman of the combined boards.
The deal is expected to close in the fourth quarter of 2026.
NACB shares closed at $61 on Friday.
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