Dogwood State Bank Shareholders Approve Merger into TowneBank

Rhea-AI Summary

Dogwood State Bank (OTCQX: DSBX) shareholders approved the merger into TowneBank (NASDAQ: TOWN) at a special meeting on December 3, 2025.

The parties expect the merger to close early in the first quarter of 2026, subject to satisfaction of customary closing conditions including the receipt of all required regulatory approvals.

Positive

• Shareholder approval secured on December 3, 2025
• Targeted closing window: early Q1 2026

Negative

• Merger remains subject to receipt of all required regulatory approvals
• Closing conditional on customary closing conditions which could delay completion

Key Figures

Dogwood deal value $476.2M All-stock acquisition of Dogwood State Bank

Pro forma assets $22B Combined entity assets after Dogwood acquisition

Pro forma loans $16B Loans for combined bank including Dogwood

Pro forma deposits $19B Deposits for combined bank including Dogwood

Dogwood per-share price $25.04 Price per DSBX share in TowneBank transaction

Price / tangible book 2.1x Valuation multiple for Dogwood acquisition

CET1 ratio 11% Pro forma CET1 ratio after Dogwood transaction

New branches 17 Additional retail branches from Dogwood in Carolinas

Market Reality Check

$34.39 Last Close

Volume Volume 261,056 is slightly below the 20-day average of 279,230 (relative volume 0.93x). normal

Technical Price at 34.39 is trading very close to the 200-day MA around 34.36.

Peers on Argus

Regional bank peers show mixed, generally modest moves with both small gains and losses, suggesting today’s acquisition-related headline is more company-specific than sector-driven for TowneBank.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Nov 26	Dividend declaration	Positive	-0.4%	Quarterly cash dividend of $0.27 per common share announced.
Oct 22	Earnings release	Positive	-2.4%	Strong 3Q25 revenue, deposit, and loan growth with detailed earnings metrics.
Sep 02	Merger completion	Positive	-0.7%	Completion of Old Point Financial merger, expanding Hampton Roads presence.
Aug 27	Dividend declaration	Positive	-0.1%	Another $0.27 quarterly dividend with standard board and regulatory conditions.
Aug 20	Acquisition commentary	Positive	+0.1%	All-stock Dogwood acquisition valued at $476.2M with expanded Carolinas footprint.

Pattern Detected

Recent news, including dividends, earnings, and acquisitions, has often been followed by mildly negative next-day moves, indicating a tendency for shares to soften after ostensibly positive updates.

Recent Company History

Over the last several months, TowneBank has focused on growth via acquisitions and steady capital returns. Dividend declarations on Aug 27 and Nov 26 carried $0.27 per-share payouts but saw slight next-day declines. The 3Q25 earnings report on Oct 22 highlighted strong revenue and balance sheet growth yet also traded down. Multiple acquisition announcements and completions across 2025 frame today’s Dogwood shareholder approval as another step in a broader expansion strategy.

Market Pulse Summary

This announcement confirms that Dogwood shareholders have approved merging into TowneBank, advancing the all-stock $476.2M transaction toward an expected early 1Q26 close. It follows prior disclosures outlining a combined platform with about $22B in assets, expanded Carolinas presence, and 17 additional branches. Investors may watch for final regulatory approvals, closing timing, and subsequent integration milestones to assess how effectively TowneBank executes its broader acquisition-driven growth strategy.

Key Terms

otcqx financial

"Dogwood State Bank (OTCQX: DSBX) ("Dogwood" or the "Bank") approved"

OTCQX is the highest tier of the over‑the‑counter (OTC) marketplaces where shares of companies that aren’t listed on major stock exchanges trade. Think of it as a “premium shelf” for OTC stocks: companies must meet stricter financial and disclosure standards, which can mean clearer information, potentially better investor confidence and somewhat easier trading than lower OTC tiers. Investors watch OTCQX listings as a signal of relative transparency and credibility among OTC-traded firms.

nasdaq financial

"merger of Dogwood into TowneBank (NASDAQ: TOWN) at a special meeting"

The Nasdaq is a stock exchange where many companies' shares are bought and sold, functioning much like a marketplace for investments. It matters to investors because it provides a platform to buy and sell ownership stakes in companies, helping them track the value of those companies and make informed decisions. As one of the largest and most technology-focused markets, it also reflects trends and developments in the business world.

regulatory approvals regulatory

"subject to satisfaction of customary closing conditions, including the receipt of all required regulatory approvals."

Regulatory approvals are official permissions from government agencies that a company needs before launching a new product, service, or business activity. They matter because without this approval, the company might not be allowed to operate legally or sell its products, similar to how a driver needs a license to legally drive a car.

AI-generated analysis. Not financial advice.

RALEIGH, N.C., Dec. 10, 2025 /PRNewswire/ -- Shareholders of Dogwood State Bank (OTCQX: DSBX) ("Dogwood" or the "Bank") approved the previously announced merger of Dogwood into TowneBank (NASDAQ: TOWN) at a special meeting of shareholders on December 3, 2025.

The parties expect the merger to close early in the first quarter of 2026 subject to satisfaction of customary closing conditions, including the receipt of all required regulatory approvals.

Steve Jones, CEO of Dogwood, stated, "We are pleased that our shareholders have approved the proposed merger into TowneBank. This approval marks a significant milestone, and we look forward to completing the merger and moving forward together."

About Dogwood State Bank

Dogwood State Bank is a state-chartered community bank headquartered in Raleigh, North Carolina, with approximately $2.4 billion in total assets. Dogwood provides a wide range of banking products and services through its online offerings and branch offices in North Carolina, South Carolina, and Eastern Tennessee. Dogwood also specializes in providing lending services to small businesses through its Dogwood State Bank Small Business Lending division. Dogwood is focused on becoming the bank for businesses, business owners, professionals, and their employees. and redefining what it means to Bank Local.

Forward-Looking Statements

Statements made in this press release, other than those concerning historical financial information and facts, may be considered forward-looking statements, which speak only as of the date of this press release and are based on current expectations and involve a number of assumptions. Forward-looking statements can be identified by words such as "anticipate," "intend," "plan," "goal," "seek," "believe," "project," "estimate," "expect," "strategy," "future," "likely," "may," "should," "will" and similar references to future periods. Our ability to predict results, or the actual effect of our future plans or strategies, is inherently uncertain and subject to a number of risks. Factors that could have a material effect on the Bank's operations and future prospects include but are not limited to: the merger of the Bank with and into TowneBank (the "merger") may not be consummated in a timely manner or at all; the regulatory approvals required for the merger may not be obtained; the combination of the businesses of the Bank and TowneBank may take longer, be more difficult, time-consuming or costly to accomplish than expected; the expected growth opportunities or cost savings from the merger may not be fully realized or may take longer to realize than expected; deposit attrition, operating costs, customer losses and business disruption following the merger, including adverse effects on relationships with employees and customers, may be greater than expected; changes in interest rates, and general economic and business conditions; legislative/regulatory changes; the monetary and fiscal policies of the U.S. government, including policies of the U.S. Treasury and the Board of Governors of the Federal Reserve System; the quality and composition of the Bank's loan and securities portfolios; demand for loan products and other financial services in our market areas; inflation; deposit flows; competition; our implementation of new technologies and ability to develop and maintain secure and reliable electronic systems; changes in the securities markets; and changes in accounting principles, policies and guidelines.  These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or clarify these forward-looking statements, whether as a result of new information, future events or otherwise.

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SOURCE Dogwood State Bank

FAQ

When did Dogwood State Bank shareholders approve the merger into TowneBank (TOWN)?

Shareholders approved the merger at a special meeting on December 3, 2025.

What is the expected closing date for the TowneBank (TOWN) acquisition of Dogwood (DSBX)?

The parties expect the merger to close early in the first quarter of 2026, subject to conditions.

Is the Dogwood into TowneBank merger (TOWN) final after shareholder approval?

No; the transaction remains subject to customary closing conditions and required regulatory approvals.

Which regulatory approvals are required for the Dogwood (DSBX) merger into TowneBank (TOWN)?

The announcement says all required regulatory approvals must be received; specific agencies were not named.

How does the December 10, 2025 announcement affect TowneBank (TOWN) shareholders?

The announcement confirms shareholder approval at Dogwood and an expected early Q1 2026 close, subject to conditions.

Where can investors find updates on the TowneBank (TOWN) and Dogwood (DSBX) merger timeline?

Investors should monitor company disclosures and regulatory notices for updates on closing and approval status.