Potomac Bancshares completes $15M debt sale

POTOMAC BANCSHARES INC (PTBS) reported a Regulation D exempt private offering of $15,000,000 of debt securities under Rule 506(b) via a new notice of exempt offering.

Rhea-AI Filing Summary

POTOMAC BANCSHARES INC (PTBS) reported a Regulation D exempt private offering of $15,000,000 of debt securities under Rule 506(b) via a new notice of exempt offering. The first sale in this offering occurred on August 20, 2026, and the total remaining to be sold is reported as $0.

Piper Sandler & Co. is listed in the sales compensation section, and the filing reports $0 in finders’ fees. The issuer is a West Virginia commercial banking corporation, and it elected to “Decline to Disclose” its revenue or asset size range.

Filing Explained

The completed $15,000,000 offering is reported as debt rather than equity, so the filing does not disclose additional share issuance or resulting dilution; it provides no repayment, interest, maturity, conversion, or use-of-proceeds terms for assessing the debt obligation’s economics.

Key Figures

Total Amount Sold: $15,000,000 Total Remaining to be Sold: $0 Federal Exemption Relied Upon: Rule 506(b) of Regulation D +3 more

6 metrics

Total Amount Sold $15,000,000 Aggregate amount of securities sold in the exempt offering

Total Remaining to be Sold $0 Reported remaining securities available in the offering

Federal Exemption Relied Upon Rule 506(b) of Regulation D Exemption claimed for the private offering of securities

Type of Securities Offered Debt securities Security type selected in the Form D

Date of First Sale August 20, 2026 First sale date for securities in this offering

Finders’ Fees $0 Amount of finders’ fees reported for the offering

Key Terms

Form D, Regulation D, Rule 506(b), exempt offering of securities, +1 more

5 terms

Form D regulatory

"FORM D Notice of Exempt Offering of Securities"

Form D is a short notice filed with the U.S. Securities and Exchange Commission when a company raises money using a private offering exemption instead of a full public registration. Think of it as a public receipt that lists basic facts about the fundraiser—amount sought, how much has been sold, and who the issuer is—without the full audited disclosures of a public offering. Investors use it to spot private financings, assess potential dilution or fundraising activity, and find contact information, but it is not a substitute for detailed due diligence.

Regulation D regulatory

"if the issuer is claiming a Regulation D exemption for the offering"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

Rule 506(b) regulatory

"Rule 506(b)"

Rule 506(b) is a U.S. securities exemption that lets companies sell shares or debt privately without full public registration, provided sales are primarily to accredited investors, up to 35 non‑accredited but financially knowledgeable buyers, and there is no public advertising or solicitation. It matters to investors because offerings under 506(b) usually include less public disclosure than registered securities—like buying from a private seller rather than a retail store—so buyers must do more of their own fact‑checking and rely on their financial sophistication.

exempt offering of securities regulatory

"Notice of Exempt Offering of Securities"

covered securities regulatory

"if the securities that are the subject of this Form D are "covered securities""

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did POTOMAC BANCSHARES INC (PTBS) report in this Form D filing?

POTOMAC BANCSHARES INC reported a new notice of exempt offering of securities, disclosing a private placement conducted under Regulation D, Rule 506(b), involving the sale of debt securities with aggregate sales of $15,000,000 and no amount remaining to be sold.

How much was sold in POTOMAC BANCSHARES INC’s (PTBS) exempt offering?

The filing states that POTOMAC BANCSHARES INC has sold a total amount of $15,000,000 of securities in the offering, with a total remaining to be sold of $0, indicating the offering amount disclosed has been fully placed.

What type of securities did POTOMAC BANCSHARES INC (PTBS) offer under this Form D?

The company identifies the securities as debt in the type-of-securities section, indicating the exempt offering consisted of debt securities rather than equity or other security types listed on the form.

Which exemption did POTOMAC BANCSHARES INC (PTBS) rely on for this private offering?

The issuer selected Rule 506(b) of Regulation D as the federal exemption relied upon for this private offering of debt securities, and did not check Rule 506(c) or the Rule 504 alternatives.

When did POTOMAC BANCSHARES INC (PTBS) first sell securities in this exempt offering?

The filing lists the Date of First Sale for the offering as August 20, 2026, and it indicates this is a New Notice rather than an amendment to a prior Form D.

Who is named in the sales compensation section of the POTOMAC BANCSHARES INC (PTBS) Form D?

The sales compensation section identifies Piper Sandler & Co., located in Minneapolis, Minnesota, and separately reports $0 in finders’ fees for the offering.

What issuer size information did POTOMAC BANCSHARES INC (PTBS) provide in the Form D?

For the issuer size section, POTOMAC BANCSHARES INC selected “Decline to Disclose” rather than specifying a particular revenue range or aggregate net asset value range from the options provided.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 09/05/2026 - 08:16 PM Accepted by SEC EDGAR 09/03/2026 - 02:32 PM Learn about SEC filing dates

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Intentional misstatements or omissions of fact constitute federal criminal violations. See 18 U.S.C. 1001.

FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

X None

Entity Type

0000925173

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

POTOMAC BANCSHARES INC

Jurisdiction of Incorporation/Organization

WEST VIRGINIA

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
POTOMAC BANCSHARES INC
Street Address 1		Street Address 2
111 EAST WASHINGTON ST
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
CHARLES TOWN	WEST VIRGINIA	25414	3047258431

3. Related Persons

Last Name	First Name	Middle Name
Frazier	Alice	P.
Street Address 1	Street Address 2
111 East Washington Street
City	State/Province/Country	ZIP/PostalCode
Charles Town	WEST VIRGINIA	25414

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Bell	Michael	Shane
Street Address 1	Street Address 2
111 East Washington Street
City	State/Province/Country	ZIP/PostalCode
Charles Town	WEST VIRGINIA	25414

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Goodrich	Raymond	F.
Street Address 1	Street Address 2
111 East Washington Street
City	State/Province/Country	ZIP/PostalCode
Charles Town	WEST VIRGINIA	25414

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Crabill	Leslie	D.
Street Address 1	Street Address 2
111 East Washington Street
City	State/Province/Country	ZIP/PostalCode
Charles Town	WEST VIRGINIA	25414

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Burley	Ronald	B.
Street Address 1	Street Address 2
111 East Washington Street
City	State/Province/Country	ZIP/PostalCode
Charles Town	WEST VIRGINIA	25414

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Berkeley	Keith	B.
Street Address 1	Street Address 2
111 East Washington Street
City	State/Province/Country	ZIP/PostalCode
Charles Town	WEST VIRGINIA	25414

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Bouweiri	Kristina
Street Address 1	Street Address 2
111 East Washington Street
City	State/Province/Country	ZIP/PostalCode
Charles Town	WEST VIRGINIA	25414

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Boyd	J.	Scott
Street Address 1	Street Address 2
111 East Washington Street
City	State/Province/Country	ZIP/PostalCode
Charles Town	WEST VIRGINIA	25414

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Casagrande	Norman	M.
Street Address 1	Street Address 2
111 East Washington Street
City	State/Province/Country	ZIP/PostalCode
Charles Town	WEST VIRGINIA	25414

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Cogswell	Margaret	M.
Street Address 1	Street Address 2
111 East Washington Street
City	State/Province/Country	ZIP/PostalCode
Charles Town	WEST VIRGINIA	25414

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Hensell, III	C.	W.
Street Address 1	Street Address 2
111 East Washington Street
City	State/Province/Country	ZIP/PostalCode
Charles Town	WEST VIRGINIA	25414

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Huber	Michael
Street Address 1	Street Address 2
111 East Washington Street
City	State/Province/Country	ZIP/PostalCode
Charles Town	WEST VIRGINIA	25414

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Kothari	Mitesh	B.
Street Address 1	Street Address 2
111 East Washington Street
City	State/Province/Country	ZIP/PostalCode
Charles Town	WEST VIRGINIA	25414

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Lowers	Matthew
Street Address 1	Street Address 2
111 East Washington Street
City	State/Province/Country	ZIP/PostalCode
Charles Town	WEST VIRGINIA	25414

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Puri	Amit
Street Address 1	Street Address 2
111 East Washington Street
City	State/Province/Country	ZIP/PostalCode
Charles Town	WEST VIRGINIA	25414

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Skinner	Andrew	C.
Street Address 1	Street Address 2
111 East Washington Street
City	State/Province/Country	ZIP/PostalCode
Charles Town	WEST VIRGINIA	25414

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
White	William	A.
Street Address 1	Street Address 2
111 East Washington Street
City	State/Province/Country	ZIP/PostalCode
Charles Town	WEST VIRGINIA	25414

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Wilson	Angela
Street Address 1	Street Address 2
111 East Washington Street
City	State/Province/Country	ZIP/PostalCode
Charles Town	WEST VIRGINIA	25414

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

X

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2026-08-20				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

	Equity		Pooled Investment Fund Interests
X	Debt		Tenant-in-Common Securities
	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $100,000 USD

12. Sales Compensation

Recipient	Recipient CRD Number None
Piper Sandler & Co.	665
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
350 N 5th Street, Suite 1000
City	State/Province/Country	ZIP/Postal Code
Minneapolis	MINNESOTA	55401
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US
PENNSYLVANIA ILLINOIS MARYLAND MONTANA OHIO VIRGINIA NEW JERSEY WEST VIRGINIA

13. Offering and Sales Amounts

Total Offering Amount	$15,000,000	USD	or Indefinite
Total Amount Sold	$15,000,000	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

20

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$300,000	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
POTOMAC BANCSHARES INC	/s/ Michael Shane Bell	Michael Shane Bell	Chief Financial Officer	2026-09-03

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.