Two DC-area community banks agree to MOE, forming a $2.4 billion institution.
The combination of Old Dominion National Bank and National Capital Bank would create one of the largest community banking organizations headquartered in the Washington region and position the company for a public exchange listing.
Two community banking organizations with deep roots in the Washington metropolitan area have agreed to merge in a deal that would create a combined institution with approximately $2.4 billion in assets, broadening its geographic footprint and giving it greater scale in an increasingly competitive market.
ODNB Financial Corporation, the privately held parent of Old Dominion National Bank in Tysons Corner, Va., and National Capital Bancorp Inc., the parent company of The National Capital Bank of Washington, announced they have entered into a definitive merger agreement under which National Capital Bancorp will merge into ODNB in a deal valued at just below $98 million.
The surviving holding company will adopt the National Capital Bancorp name and plans to list its shares on either Nasdaq or the New York Stock Exchange under the ticker symbol “NACB.”
The transaction would create the seventh-largest bank headquartered in the Washington, D.C., metropolitan statistical area, according to the companies, with operations spanning Washington, Virginia, Maryland, Pennsylvania and Florida and a network of 10 branches.
The merger reflects a broader trend among community banks seeking additional scale to compete with larger financial institutions while preserving a local focus. The combined company expects to leverage a larger balance sheet, expanded lending capacity and a broader geographic presence while maintaining its emphasis on relationship banking.
“This strategic combination creates a strong and promising future for our organization, our customers, and our shareholders,” Mark Merrill, chairman and chief executive of ODNB, said in announcing the agreement. Merrill said National Capital Bank’s deposit franchise complements ODNB’s growth trajectory and described the transaction as “a meaningful step forward for both organizations.”
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Under the planned leadership structure, Merrill will become chief executive officer of both the combined holding company and bank while also serving as president of the bank. Richard B. “Randy” Anderson Jr., the current chairman and chief executive of National Capital Bancorp, will become non-executive chairman of both boards, and Jack Infield, president of ODNB, will serve as president of the combined holding company.
Anderson said the merger joins institutions with similar cultures and customer-focused approaches.
“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,” he said.
Financially, the combined organization would bring together approximately $1.6 billion in assets from ODNB and roughly $735.3 million from National Capital Bancorp, based on March 31, 2026 figures. The companies project the merged institution will have approximately $2.4 billion in assets at closing.
National Capital Bank traces its history to 1889 and describes itself as Washington’s oldest bank. It maintains offices on Capitol Hill, in Friendship Heights, Arlington and Bethesda, and operates residential mortgage, commercial lending and wealth management businesses.
Old Dominion National Bank, headquartered in Tysons Corner, serves customers across Northern and Central Virginia and South Florida. Through its Centre 1st Bank division, it also maintains operations in Pennsylvania and New Jersey.
The companies said both institutions already operate on the same data processing platform, a factor expected to simplify operational integration and reduce disruption for customers after closing.
The merger agreement offers National Capital shareholders several forms of consideration. Investors may elect to receive all stock at a fixed exchange ratio of 5.2390 ODNB shares for each National Capital share, all cash at $83 per share, or a mix consisting of 90% stock and 10% cash, subject to limits and proration. Existing ODNB shareholders are expected to own between 65% and 68% of the combined company, while National Capital shareholders are expected to own between 32% and 35%.
Using ODNB’s March 31, 2026 valuation of $16.24 per share and assuming the blended stock-and-cash election predominates, the companies said the transaction is expected to be more than 50% accretive to earnings per share in 2027.
The combined board will consist of 17 directors, with 10 appointed from ODNB and seven from National Capital Bancorp.
Both boards unanimously approved the merger agreement, and directors from each institution have committed to vote their shares in favor of the transaction. The deal remains subject to customary regulatory approvals and approval by shareholders of both companies.
The companies expect the merger to close during the fourth quarter of 2026.
“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 Merrill
Chairman and CEO
Old Dominion National Bank
Ken McCarthy is manager of marketing communications at Tyfone, where he monitors the credit union industry and contributes to conversations shaping its future. He previously covered credit unions and community banking for American Banker and S&P Global Market Intelligence. He holds a journalism degree from Point Park University and has more than 15 years of experience covering financial services. He is also the author of three literary fiction novels.
