ODNB Financial Corporation and National Capital Bancorp, Inc. jointly announced regulatory progress on their proposed merger. The Office of the Comptroller of the Currency approved the bank-merger application on September 29, 2026; the Federal Reserve Bank of Richmond notified ODNB that it did not object to ODNB’s request for a waiver of approval requirements for the holding-company merger. The proposed transaction would combine NACB into ODNB.
The merger and bank merger remain subject to approval by Virginia’s Bureau of Financial Institutions, shareholders of both companies and other customary closing conditions, and are expected to be completed in the fourth quarter of 2026. At June 30, 2026, ODNB had $1.8 billion in total assets and NACB had $742.9 million.
ODNB Financial Corporation has filed an amended Form S-4 to register shares of its common stock to be issued in a stock-and-cash merger with National Capital Bancorp, Inc. (NACB). NACB will merge into ODNB, followed by a bank merger in which Old Dominion National Bank merges into The National Capital Bank of Washington, which will be the surviving bank.
Each NACB share will be converted into either $83.00 in cash or 5.2390 ODNB shares, subject to shareholder elections and proration so that no more than 10% of NACB shares receive cash. Holders of 100 or fewer NACB shares electing all cash are protected from proration (within the overall 10% cap), while any holder may elect cash for up to 12,048 shares. Based on ODNB’s implied share value of $16.24, the stock option equated to about $84.87 per NACB share and, assuming 90% stock / 10% cash, total consideration of about $97.8 million.
Assuming that 90% of the merger consideration is paid in ODNB stock, ODNB expects to issue about 5,456,303 new shares, leaving current ODNB shareholders with roughly 67.8% of the combined company and current NACB shareholders with about 32.2%. The combined organization is expected to have approximately $2.6 billion in assets, $2.1 billion in deposits and $1.9 billion in gross loans, and its holding company shares are expected to be listed on the Nasdaq Capital Market under the symbol “NACB,” while ODNB will be renamed “National Capital Bancorp, Inc.” upon closing.