ODNB Financial Corp 8-K, filed Oct 29, 2026
ODNB Financial Corp (NACB)
About this 8-K
ODNB Financial Corp filed this 8-K on October 29, 2026.
ODNB Financial Corporation reported third-quarter 2026 net income of $1.7 million and net interest margin of 3.10%; its National Capital Bancorp, Inc. merger received all required regulatory approvals on October 28, 2026. AI summary
Items reported
- Item 2.02: Financial results
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 29, 2026
ODNB FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
| Virginia | 88-3063875 | |
| (State or other jurisdiction | (Commission | (I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
8607 Westwood Center Drive, Suite 440
Tysons Corner, Virginia 22182
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (571) 299-6942
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| x | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| Emerging growth company | x |
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ¨ |
Item 2.02 Results of Operations and Financial Condition.
On October 29, 2026, ODNB Financial Corporation (the “Company”) issued a press release announcing its financial results for the third quarter of 2026. A copy of the press release is being furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
The information disclosed in or incorporated by reference into this Item 2.02, including Exhibit 99.1, is furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Item 7.01 Regulation FD Disclosure.
ODNB Financial Corporation
On October 29, 2026, the Company issued a press release announcing its financial results for the third quarter of 2026. A copy of the press release is being furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
National Capital Bancorp, Inc.
On October 29, 2026, National Capital Bancorp, Inc. (“NACB”) issued a press release announcing its financial results for the third quarter of 2026. A copy of the press release is being furnished as Exhibit 99.2 hereto and is incorporated by reference.
The information disclosed in or incorporated by reference into this Item 7.01, including Exhibits 99.1 and 99.2, is furnished and shall not be deemed filed for purposes of Section 18 of the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description of Exhibit | |
| 99.1 | Press release of ODNB Financial Corporation dated October 29, 2026 regarding the third quarter 2026 results. | |
| 99.2 | Press release of National Capital Bancorp, Inc. dated October 29, 2026 regarding the third quarter 2026 results. | |
| 104 | Cover Page Interactive Data File – the cover page iXBRL tags are embedded within the Inline XBRL document. |
Important Additional Information and Where to Find It
In connection with the proposed merger of the Company and NACB (the “proposed transaction”), the Company filed with the SEC a registration statement on Form S-4 (File No. 333-297905) on July 31, 2026, as amended on September 16, 2026 and October 6, 2026 (the “Registration Statement”) to register the shares of Company common stock to be issued in connection with the proposed transaction. The Registration Statement includes a joint proxy statement of the Company and NACB, which also constitutes a prospectus of the Company. The Registration Statement was declared effective on October 9, 2026, and each of the Company and NACB commenced mailing the definitive joint proxy statement of the Company and NACB, which also constitutes a prospectus of the Company (the “Joint Proxy Statement/Prospectus”) to their respective shareholders on or about October 14, 2026. Each of the Company and NACB may file with the SEC other relevant documents concerning the proposed transaction.
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BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SHAREHOLDERS OF THE COMPANY AND NACB AND THEIR RESPECTIVE AFFILIATES ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE REGISTRATION STATEMENT AND JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, NACB, THE PROPOSED TRANSACTION AND RELATED MATTERS. Free copies of the Registration Statement and Joint Proxy Statement/Prospectus, as well as other filings containing information about the Company and NACB, may be obtained after their filing at the SEC’s website (http://www.sec.gov). In addition, free copies of the Registration Statement and Joint Proxy Statement/Prospectus also may be obtained by directing a request by email or mail to the Company at shareholders@odnb.bank or 8607 Westwood Center Drive, Suite 400, Tysons Corner, VA 22182, Attention: Investor Relations. These documents also may be obtained by directing a request by mail to NACB at 316 Pennsylvania Avenue, SE, Washington, D.C. 20003, by telephone at 202-851-4483, or by accessing NACB’s website at https://www.nationalcapitalbank.bank under “About Us – Investor Relations.” The information on NACB’s website is not, and shall not be deemed to be, a part of this communication or incorporated into other filings either company makes with the SEC.
This communication does not constitute an offer to sell or the solicitation of an offer to buy securities of the Company or NACB or a solicitation of any vote or approval. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, and no offer to sell or solicitation of an offer to buy shall be made in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such jurisdiction.
Participants in the Solicitation
The Company, NACB and certain of their respective directors, executive officers and employees may be deemed to be participants in the solicitation of proxies from the shareholders of the Company and shareholders of NACB in connection with the proposed transaction. Information about the interests of the directors and executive officers of the Company and NACB and other persons who may be deemed to be participants in the solicitation of shareholders of the Company and shareholders of NACB in connection with the proposed transaction and a description of their direct and indirect interests, by security holding or otherwise, is included in the Joint Proxy Statement/Prospectus. Free copies of the Joint Proxy Statement/Prospectus may be obtained as described in the preceding paragraph.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ODNB FINANCIAL CORPORATION | ||
| Date: October 29, 2026 | By: | /s/ Jennifer H. Kim |
| Jennifer H. Kim | ||
| EVP, Treasurer | ||
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Exhibit 99.1
ODNB
Financial Corporation Reports
Third Quarter 2026 Financial Results
ODNB delivers strong net interest income growth as an improved deposit mix and lower total cost of deposits drive further net interest margin expansion
TYSONS CORNER, Va., October 29, 2026 – ODNB Financial Corporation (“ODNB” or the “Company”), the holding company for Old Dominion National Bank (the “Bank”) and its Centre 1st Bank division (“Centre 1st Bank”), reported financial results for the quarter ended September 30, 2026.
“ODNB delivered strong operating performance in the third quarter, highlighted by continued net interest margin expansion, double-digit growth in net interest income, improved operating efficiency, and continued growth in book value per share,” said Chairman and Chief Executive Officer Mark Merrill. “Our relationship-based banking model continues to generate meaningful growth across loans, deposits and fee-based businesses while maintaining strong capital and liquidity. As we move through the fourth quarter, we remain focused on serving our clients, executing our organic growth strategy, and preparing for the successful completion of our strategic merger with National Capital Bancorp, Inc.”
Selected Third Quarter 2026 Highlights
| · | Strong Year-to-Date Earnings – Net income was $1.7 million for the third quarter of 2026 and $7.0 million for the nine months ended September 30, 2026, an increase of 18.3% from $5.9 million for the nine months ended September 30, 2025. Adjusted operating earnings(+), excluding merger expenses, was $3.2 million for the third quarter of 2026 and $9.1 million for the nine months ended September 30, 2026. |
| · | Continued Margin Expansion – Net interest margin (“NIM”) expanded to 3.10% in the third quarter of 2026, compared to 2.92% in the prior quarter and 2.84% in the third quarter of 2025. For the nine months ended September 30, 2026, NIM increased to 2.95%, compared to 2.75% for the prior-year period. |
| · | Strong Net Interest Income Growth – Net interest income increased to $13.0 million in the third quarter of 2026, up 10.5% from the prior quarter and 27.3% from the third quarter of 2025. For the nine months ended September 30, 2026, net interest income increased 23.8% to $35.6 million compared to $28.7 million for the prior-year period. |
| · | Valuable Core Deposit Franchise – Total deposits were $1.44 billion at September 30, 2026, increasing $196.3 million, or 15.8%, from September 30, 2025. Deposit mix continued to improve year-over-year as time deposits declined $117.9 million, or 30.6%, while non-interest bearing demand, NOW and interest-bearing demand, and money market and savings deposits increased $54.2 million, $122.8 million, and $137.2 million, respectively. Non-interest bearing demand deposits totaled $340.2 million and represented 23.7% of total deposits at September 30, 2026. |
| · | Disciplined Loan Growth – Gross loans totaled $1.40 billion at September 30, 2026, increasing $36.7 million, or 10.7% annualized, during the quarter and $134.5 million, or 10.6%, from September 30, 2025. |
| · | Improved Operating Efficiency – The efficiency ratio improved to 66.65% in the third quarter of 2026, compared to 68.48% in the prior quarter and 71.26% in the third quarter of 2025. The adjusted operating efficiency ratio(+), excluding merger expenses, improved to 57.85% in the third quarter of 2026, compared to 63.46% in the prior quarter and 71.26% in the third quarter of 2025. |
| · | Stable Asset Quality – Nonaccrual loans totaled $12.3 million, or 0.88% of total gross loans, at September 30, 2026, compared to $11.6 million, or 0.85%, at June 30, 2026, and $13.8 million, or 1.09%, at September 30, 2025. |
| · | Book Value Growth – Book value per share increased to $13.20 at September 30, 2026, compared to $13.13 at June 30, 2026 and $12.36 at September 30, 2025. Tangible book value per share(+) increased to $13.20 at September 30, 2026, compared to $13.13 at June 30, 2026 and $12.36 at September 30, 2025. Tangible book value per share, excluding accumulated other comprehensive income (“AOCI”)(+), increased to $13.61 at September 30, 2026, compared to $13.44 at June 30, 2026 and $12.68 at September 30, 2025. |
| · | Well-Capitalized Balance Sheet – The Bank’s regulatory capital ratios remained well above levels required to be considered "well capitalized," with a Tier 1 leverage ratio of 11.55%, Tier 1 risk-based capital ratio of 13.80%, and total risk-based capital ratio of 14.74% at September 30, 2026. The Company’s equity to assets ratio was 8.68% at September 30, 2026. |
| · | Strategic Merger with National Capital Bancorp, Inc. – ODNB and National Capital Bancorp, Inc. (“NACB”) announced a definitive merger agreement on June 15, 2026. The transaction is expected to create a larger community bank with approximately $2.6 billion in total assets. The Company continues to prepare for the transaction’s anticipated completion in the fourth quarter of 2026, subject to the receipt of requisite shareholder approvals and other customary closing conditions. As previously announced, the transaction has received approval from the Office of the Comptroller of the Currency and non-objection to the request for a waiver of the approval requirements from the Federal Reserve Bank of Richmond. On October 28, 2026, the transaction received approval from the Bureau of Financial Institutions of the Virginia State Corporation Commission, and therefore, the parties have received all required regulatory approvals to complete the transaction. |
Operating Results
Net income was $1.7 million for the third quarter of 2026, compared to $1.6 million in the prior quarter and $2.2 million in the third quarter of 2025. For the nine months ended September 30, 2026, net income was $7.0 million, increasing 18.3% from $5.9 million for the prior-year period. Adjusted operating earnings(+), excluding $1.3 million and $1.9 million of merger expenses incurred during the third quarter and first nine months of 2026, respectively, was $3.2 million for the third quarter of 2026 and $9.1 million for the nine months ended September 30, 2026.
Net interest income totaled $13.0 million in the third quarter of 2026, increasing 10.5% from $11.7 million in the prior quarter and 27.3% from $10.2 million in the third quarter of 2025. For the nine months ended September 30, 2026, net interest income increased 23.8% to $35.6 million, compared to $28.7 million for the prior-year period. Growth in net interest income from the prior quarter reflected higher loan income and higher income from interest-bearing deposits and federal funds sold, while total interest expense was essentially flat from the prior quarter.
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Net interest margin expanded to 3.10% in the third quarter of 2026, compared to 2.92% in the prior quarter and 2.84% in the third quarter of 2025. Deposit interest expense declined slightly from the prior quarter even as the Company maintained a strong deposit base during a period of rising market interest rates. For the nine months ended September 30, 2026, net interest margin increased to 2.95% from 2.75% for the prior-year period.
Provision expense was $2.0 million in the third quarter of 2026, compared to $2.0 million in the prior quarter and $375 thousand in the third quarter of 2025. For the nine months ended September 30, 2026, provision expense totaled $3.4 million, compared to $1.1 million for the prior-year period. During September 2026, the Company recorded a partial charge-off of approximately $1.4 million on a nonperforming loan and recognized a provision expense in the allowance for credit losses. The allowance for credit losses totaled $13.0 million, or 0.93% of total gross loans, at September 30, 2026, compared to $12.4 million, or 0.91%, at June 30, 2026, and $12.3 million, or 0.97%, at September 30, 2025.
Non-interest income totaled $1.2 million in the third quarter of 2026, relatively unchanged from the prior quarter and up 40.2% from $889 thousand in the third quarter of 2025. The year-over-year increase reflected higher service charges on deposit accounts and other service charges, gain on sale of loans, bank-owned life insurance income, wealth income, and other income. For the nine months ended September 30, 2026, non-interest income increased 52.4% to $3.5 million from $2.3 million in the prior-year period.
Non-interest expense totaled $9.5 million in the third quarter of 2026, compared to $8.9 million in the prior quarter and $7.9 million in the third quarter of 2025. The third quarter of 2026 included $1.3 million in merger expenses. Excluding these merger expenses, adjusted non-interest expense(+) was $8.2 million, essentially flat from the prior quarter. The year-over-year increase in reported non-interest expense primarily reflected merger expenses, higher salaries and employee benefits, occupancy and equipment expense, data processing expense, franchise taxes and other operating expense, partially offset by a reduction in FDIC assessment expense and professional services expense.
Improved operating leverage drove further efficiency gains, resulting in an efficiency ratio of 66.65%, compared to 68.48% in the prior quarter and 71.26% in the prior-year period and an adjusted efficiency ratio(+) of 57.85%, compared to 63.46% in the prior quarter and 71.26% in the prior-year period.
Financial Condition
Total assets were $1.74 billion at September 30, 2026, compared to $1.80 billion at June 30, 2026 and $1.51 billion at September 30, 2025. The decrease from the prior quarter primarily reflected lower cash and cash equivalents, partially offset by continued loan growth and higher investment securities available for sale, while the year-over-year increase was primarily attributable to growth in loans and cash and cash equivalents.
Gross loans totaled $1.40 billion at September 30, 2026, increasing 2.7% from $1.37 billion at June 30, 2026 and 10.6% from $1.27 billion at September 30, 2025. Loan growth during the quarter was diversified across the portfolio, with increases in all major loan categories. The Company continues to emphasize high-quality, relationship-based loan growth across its markets while maintaining disciplined underwriting standards.
Total deposits were $1.44 billion at September 30, 2026, compared to $1.49 billion at June 30, 2026 and $1.24 billion at September 30, 2025. Compared to the prior quarter, money market and savings deposits increased $71.7 million while time deposits declined $46.9 million, non-interest bearing demand deposits declined $20.0 million and NOW and interest-bearing demand deposits declined $59.2 million. Compared with the prior-year period, total deposits increased $196.3 million, or 15.8%, while time deposits declined 30.6%. Non-interest bearing demand deposits totaled $340.2 million and represented 23.7% of total deposits at September 30, 2026. The Company reduced its total cost of deposits 46 basis points from 2.93% in the third quarter of 2025 to 2.47% in the current quarter.
The Company maintained substantial on-balance-sheet liquidity at September 30, 2026. Cash and cash equivalents totaled $208.2 million, compared to $302.3 million at June 30, 2026 and $131.3 million at September 30, 2025. Available-for-sale investment securities totaled $62.2 million at September 30, 2026 and were fully unpledged.
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Asset Quality and Capital Strength
Asset quality remained stable during the third quarter of 2026. Nonaccrual loans totaled $12.3 million, or 0.88% of total gross loans, at September 30, 2026, compared to $11.6 million, or 0.85%, at June 30, 2026 and $13.8 million, or 1.09%, at September 30, 2025.
The allowance for credit losses totaled $13.0 million, or 0.93% of total gross loans, at September 30, 2026, compared to $12.4 million, or 0.91%, at June 30, 2026 and $12.3 million, or 0.97%, at September 30, 2025. Net charge-offs to average loans were 0.33% on an annualized basis for the third quarter of 2026, compared to 0.43% for the second quarter of 2026 and 0.10% for the third quarter of 2025.
The Bank’s regulatory capital ratios remained well above levels required to be considered "well capitalized," with a Tier 1 leverage ratio of 11.55%, a Tier 1 risk-based capital ratio of 13.80%, and a total risk-based capital ratio of 14.74% at September 30, 2026. The Company’s equity-to-assets ratio was 8.68% at September 30, 2026.
Book value per share increased to $13.20 at September 30, 2026, compared to $13.13 at June 30, 2026 and $12.36 at September 30, 2025. Tangible book value per share(+) increased to $13.20 at September 30, 2026, compared to $13.13 at June 30, 2026 and $12.36 at September 30, 2025. Tangible book value per share, excluding AOCI(+), increased to $13.61 at September 30, 2026, compared to $13.44 at June 30, 2026 and $12.68 at September 30, 2025.
(+) These are financial measures not calculated in accordance with generally accepted accounting principles (“GAAP”). For a reconciliation of these non-GAAP financial measures, see the reconciliations provided on page 10.
About ODNB Financial Corporation
ODNB Financial Corporation is the holding company for Old Dominion National Bank, a locally owned community bank serving markets including the Washington, D.C. metropolitan area. The Bank’s executive headquarters is located in the heart of Northern Virginia in Tysons Corner, with full-service branches in Tysons Corner and Leesburg, Virginia, two Albemarle County branches serving communities in Central Virginia and an office in Boca Raton serving customers in South Florida.
Centre 1st Bank, a wholly owned division of Old Dominion National Bank, serves customers in Pennsylvania and New Jersey from offices in State College, Pennsylvania.
ODNB Wealth Management, a wholly owned division of the Bank, serves clients from its office in Haverford, Pennsylvania.
ODNB offers a full range of commercial and consumer financial services, including commercial and industrial lending, commercial real estate financing, residential mortgage lending, deposit services, and wealth management solutions, in the communities it serves. The Company had $1.74 billion in total assets at September 30, 2026.
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Forward-Looking Statements
This communication includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are not historical facts, but instead represent only the beliefs, expectations, or opinions of ODNB and its management team regarding future events, man of which, by their nature, are inherently uncertain and beyond the control of ODNB. Forward-looking statements may be identified by the use of such words as: “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” or words of similar meaning, or future or conditional terms, such as “will,” “would,” “should,” “could,” “may,” “likely,” “probably,” or “possibly.” These statements may address issues that involve significant risks, uncertainties, estimates, and assumptions made by management, including Mark Merrill’s quotations and statement about ODNB’s pending merger with NACB (the “Proposed transaction”) and expectations with regard to the benefits of the proposed transaction, statements regarding ODNB’s business, financial and operating results, including ODNB’s deposit base and funding, the impact of changes in economic conditions, management’s beliefs regarding ODNB’s liquidity, capital resources, asset quality, loan portfolio, and statements that include other projections, predictions, expectations or beliefs about future events or results or otherwise are not statements of historical fact. In addition, these forward-looking statements are subject to various risks, uncertainties, estimates, and assumptions with respect to future business strategies and decisions that are subject to change and difficult to predict with regard to timing, extent, likelihood and degree of occurrence. Although ODNB’s management team believes that estimates and assumptions on which forward-looking statements are based are reasonable within the bounds of its existing knowledge of ODNB’s business and operations, such estimates and assumptions are inherently uncertain. As a result, actual results may differ materially from the anticipated results discussed in these forward-looking statements as a result of a variety of factors, many of which are beyond the control of ODNB.
The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: (1) the business of NACB may not be successfully integrated into ODNB or the business of the Bank may not be successfully integrated into National Capital Bank, or such integration may take longer, be more difficult, time-consuming or costly to accomplish than expected; (2) the expected growth opportunities or cost savings from the proposed transaction may not be fully realized or may take longer to realize than expected; (3) deposit attrition, operating costs, customer losses and business disruption following the proposed transaction, including adverse effects on relationships with employees and customers, may be greater than expected; (4) the possibility that the proposed transaction does not close when expected or at all because shareholder or other approvals and other conditions to closing are not received or satisfied on a timely basis or at all, or are obtained subject to conditions that are not anticipated; (5) the outcome of any legal proceedings that may be instituted against ODNB or NACB; (6) the occurrence of any event, change, or other circumstance that could give rise to the right of one or both of the parties to terminate the definitive merger agreement between ODNB and NACB; (7) reputational risk and potential adverse reactions of ODNB’s customers, employees or other business partners, including those resulting from the announcement or completion of the proposed transaction; (8) the dilution caused by ODNB’s issuance of additional shares of its capital stock in connection with the proposed transaction; (9) the diversion of management’s attention and time from ongoing business operations and opportunities on merger-related matters; (10) certain restrictions during the pendency of the proposed transaction that may impact the parties’ ability to pursue certain business opportunities or strategic transactions; (11) economic, legislative or regulatory changes, including changes in accounting standards, may adversely affect the business in which ODNB is engaged; (12) competitive pressures in the banking industry may increase significantly; (13) changes in the interest rate environment may reduce margins and/or the volumes and values of loans made or held as well as the value of other financial assets held; (14) an unforeseen outflow of cash or deposits or an inability to access the capital markets, which could jeopardize ODNB’s overall liquidity or capitalization; (15) changes in the creditworthiness of customers and the possible impairment of the collectability of loans; (16) insufficiency of ODNB’s allowance for credit losses due to market conditions, inflation, changing interest rates or other factors; (17) adverse developments in the financial industry generally, responsive measures to mitigate and manage such developments, related supervisory and regulatory actions and costs, and related impacts on customer and client behavior; (18) general economic conditions, either nationally or regionally, that may be less favorable than expected, resulting in, among other things, a deterioration in credit quality and/or a reduced demand for credit or other services; (19) unusual and infrequently occurring events, such as weather-related or natural disasters, geopolitical conflicts, acts of war or terrorism, or public health events; (20) cybersecurity threats or attacks, whether directed at ODNB or at vendors or other third parties with which ODNB interacts; (21) the implementation of new technologies, and the ability to develop and maintain reliable electronic systems; (22) changes in business conditions; (23) changes in the securities market; and (24) changes in the local economics with regard to ODNB’s market areas.
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These factors are not necessarily all of the factors that could cause ODNB’s actual results, performance or achievements to differ materially from those expressed in or implied by any of the forward-looking statements. Other factors, including unknown or unpredictable factors, also could harm ODNB’s results. Additional factors that could cause results to differ materially from those described above may be found in the registration statement on Form S-4 (File No. 333-297905) that ODNB filed with the Securities and Exchange Commission (the “SEC”) on July 31, 2026, as amended on September 16, 2026 and October 6, 2026 (the “Registration Statement”), including under the heading “Risk Factors.” Tactual results anticipated may not be realized or, even if substantially realized, they may not have the expected consequences to or effects on ODNB or its business or operations. Investors are cautioned not to rely too heavily on any such forward-looking statements. ODNB urges you to consider all of these risks, uncertainties and other factors carefully in evaluating all such forward-looking statements made by ODNB. Forward-looking statements speak only as of the date they are made and ODNB undertakes no obligation to update or clarify forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by applicable law.
Use of Non-GAAP Financial Measures
Certain information set forth in this press release refers to financial measures that are determined by methods other than in accordance with GAAP. These non-GAAP financial measures are a supplement to GAAP, which ODNB uses to prepare its financial statements, and should not be considered in isolation or as a substitute for comparable measures calculated in accordance with GAAP. In addition, ODNB’s non-GAAP financial measures may not be comparable to non-GAAP financial measures of other companies.
The Company uses the non-GAAP financial measures discussed herein in its analysis of its performance. These include adjusted non-interest expense, adjusted operating earnings, adjusted efficiency ratio, tangible book value per share and tangible book value per share excluding accumulated other comprehensive income. Management believes that these non-GAAP financial measures provide additional understanding of ODNB’s ongoing operations, enhance the comparability of ODNB’s results of operations with prior periods and show the effects of significant gains and charges in the periods presented without the impact of items or events that may obscure trends in ODNB’s underlying performance. Specifically, ODNB believes that adjusted non-interest expense, adjusted operating earnings and adjusted efficiency ratio provide important information about the continuing economic results of ODNB’s operations. ODNB believes that tangible book value per share and tangible book value per share excluding accumulated other comprehensive income provides an important metric with which to analyze and evaluate the financial condition and capital strength of ODNB.
Non-GAAP financial measures may be identified with the symbol (+) and may be labeled as adjusted. For a reconciliation of these measures to their most directly comparable GAAP measures, see page 10.
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Important Additional Information and Where to Find It
In connection with the proposed merger of ODNB and NACB (the “proposed transaction”), the Company filed with the SEC the Registration Statement to register the shares of ODNB common stock to be issued in connection with the proposed transaction. The Registration Statement includes a joint proxy statement of ODNB and NACB, which also constitutes a prospectus of ODNB. The Registration Statement was declared effective on October 9, 2026, and each of ODNB and NACB commenced mailing the definitive joint proxy statement of ODNB and NACB, which also constitutes a prospectus of ODNB (the “Joint Proxy Statement/Prospectus”) to their respective shareholders on or about October 14, 2026. Each of ODNB and NACB may file with the SEC other relevant documents concerning the proposed transaction.
BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SHAREHOLDERS OF ODNB AND NACB AND THEIR RESPECTIVE AFFILIATES ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE REGISTRATION STATEMENT AND JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT ODNB, NACB, THE PROPOSED TRANSACTION AND RELATED MATTERS. Free copies of the Registration Statement and Joint Proxy Statement/Prospectus, as well as other filings containing information about ODNB and NACB, may be obtained after their filing at the SEC’s website (http://www.sec.gov). In addition, free copies of the Registration Statement and Joint Proxy Statement/Prospectus also may be obtained by directing a request by email or mail to ODNB at shareholders@odnb.bank or 8607 Westwood Center Drive, Suite 400, Tysons Corner, VA 22182, Attention: Investor Relations. These documents also may be obtained by directing a request by mail to NACB at 316 Pennsylvania Avenue, SE, Washington, D.C. 20003, by telephone at 202-851-4483, or by accessing NACB’s website at https://www.nationalcapitalbank.bank under “About Us – Investor Relations.” The information on NACB’s website is not, and shall not be deemed to be, a part of this communication or incorporated into other filings NACB makes with the SEC.
This communication does not constitute an offer to sell or the solicitation of an offer to buy securities of ODNB or NACB or a solicitation of any vote or approval. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, and no offer to sell or solicitation of an offer to buy shall be made in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such jurisdiction.
Participants in the Solicitation
ODNB, NACB and certain of their respective directors, executive officers and employees may be deemed to be participants in the solicitation of proxies from the shareholders of ODNB and shareholders of NACB in connection with the proposed transaction. Information about the interests of the directors and executive officers of ODNB and NACB and other persons who may be deemed to be participants in the solicitation of shareholders of ODNB and shareholders of NACB in connection with the proposed transaction and a description of their direct and indirect interests, by security holding or otherwise, is included in the Joint Proxy Statement/Prospectus. Free copies of the Joint Proxy Statement/Prospectus may be obtained as described in the preceding paragraph.
Investor Contact
Mark Merrill
Chairman & Chief Executive Officer
571.299.6942
shareholders@odnb.bank
7
ODNB FINANCIAL CORPORATION
Consolidated Balance Sheets (Unaudited)
($ in thousands except per share data)
| September 30, | June 30, | September 30, | ||||||||||
| 2026 | 2026 | 2025 | ||||||||||
| ASSETS | ||||||||||||
| Cash and due from banks | $ | 162,412 | $ | 222,095 | $ | 105,011 | ||||||
| Federal funds sold | 45,819 | 80,253 | 26,285 | |||||||||
| Cash and cash equivalents | 208,231 | 302,348 | 131,296 | |||||||||
| Investment securities available-for-sale, at fair value | 62,224 | 58,809 | 48,231 | |||||||||
| Investment securities held-to-maturity, at amortized cost | 12,239 | 12,733 | 16,709 | |||||||||
| Restricted equity securities, at cost | 11,252 | 11,248 | 10,383 | |||||||||
| Loans held for sale | 2,024 | 1,226 | 1,431 | |||||||||
| Gross loans | 1,403,855 | 1,367,188 | 1,269,403 | |||||||||
| Allowance for credit losses | (13,013 | ) | (12,435 | ) | (12,307 | ) | ||||||
| Loans, net of allowance for credit losses | 1,390,842 | 1,354,753 | 1,257,096 | |||||||||
| Property and equipment, net | 2,298 | 2,212 | 2,156 | |||||||||
| Accrued interest receivable | 5,788 | 5,433 | 5,141 | |||||||||
| Bank owned life insurance | 33,133 | 32,859 | 25,006 | |||||||||
| Other assets | 14,117 | 15,209 | 13,019 | |||||||||
| Total assets | $ | 1,742,148 | $ | 1,796,830 | $ | 1,510,468 | ||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||||||
| Liabilities | ||||||||||||
| Deposits | ||||||||||||
| Non-interest bearing demand | $ | 340,240 | $ | 360,186 | $ | 286,035 | ||||||
| NOW and interest-bearing demand | 401,923 | 461,161 | 279,136 | |||||||||
| Money market and savings | 425,433 | 353,743 | 288,214 | |||||||||
| Time deposits | 267,978 | 314,927 | 385,872 | |||||||||
| Total deposits | 1,435,574 | 1,490,017 | 1,239,257 | |||||||||
| Federal Home Loan Bank advances | 95,000 | 95,000 | 95,000 | |||||||||
| Subordinated debt, net | 48,417 | 48,394 | 23,481 | |||||||||
| Accrued interest payable | 1,645 | 2,681 | 2,025 | |||||||||
| Other liabilities | 10,319 | 10,262 | 9,233 | |||||||||
| Total liabilities | 1,590,955 | 1,646,354 | 1,368,996 | |||||||||
| Stockholders' Equity | ||||||||||||
| Common stock, $0.25 par value; 20,000,000 shares authorized; | 2,864 | 2,864 | 2,861 | |||||||||
| Additional paid-in capital | 139,698 | 139,566 | 139,024 | |||||||||
| Retained earnings | 13,322 | 11,585 | 3,311 | |||||||||
| Accumulated other comprehensive loss | (4,691 | ) | (3,539 | ) | (3,724 | ) | ||||||
| Total stockholders' equity | 151,193 | 150,476 | 141,472 | |||||||||
| Total liabilities and stockholders' equity | $ | 1,742,148 | $ | 1,796,830 | $ | 1,510,468 | ||||||
| Capital Ratios: | ||||||||||||
| Equity to assets | 8.68 | % | 8.37 | % | 9.37 | % | ||||||
| Bank tier one leverage ratio | 11.55 | % | 11.75 | % | 11.05 | % | ||||||
| Bank tier one risk-based capital ratio | 13.80 | % | 13.99 | % | 12.61 | % | ||||||
| Bank total risk-based capital ratio | 14.74 | % | 14.92 | % | 13.63 | % | ||||||
| Asset Quality: | ||||||||||||
| Allowance for credit losses | $ | 13,013 | $ | 12,435 | $ | 12,307 | ||||||
| Allowance for credit losses/total gross loans | 0.93 | % | 0.91 | % | 0.97 | % | ||||||
| Nonaccrual loans | $ | 12,340 | $ | 11,627 | $ | 13,800 | ||||||
| Nonaccrual loans to total gross loans | 0.88 | % | 0.85 | % | 1.09 | % | ||||||
| Net charge-offs/average loans (1) | 0.33 | % | 0.43 | % | 0.10 | % | ||||||
(1) Annualized net charge-offs
8
ODNB FINANCIAL CORPORATION
Consolidated Statements of Income (Unaudited)
($ in thousands)
| For the Three Months Ended | For the Nine Months Ended | |||||||||||||||||||
| September 30, | June 30, | September 30, | September 30, | September 30, | ||||||||||||||||
| 2026 | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||
| Interest and dividend income | ||||||||||||||||||||
| Loans and fees on loans | $ | 20,979 | $ | 19,915 | $ | 18,954 | $ | 60,603 | $ | 54,561 | ||||||||||
| Interest bearing deposits and federal funds sold | 1,773 | 1,709 | 805 | 4,640 | 2,396 | |||||||||||||||
| Investment securities and dividend income | 724 | 623 | 572 | 1,899 | 1,782 | |||||||||||||||
| Total interest and dividend income | 23,476 | 22,247 | 20,331 | 67,142 | 58,739 | |||||||||||||||
| Interest expense | ||||||||||||||||||||
| Deposits | 8,720 | 8,730 | 8,799 | 26,261 | 26,038 | |||||||||||||||
| Federal Home Loan Bank advances and other borrowings | 929 | 919 | 943 | 2,757 | 2,775 | |||||||||||||||
| Subordinated debt | 850 | 851 | 394 | 2,537 | 1,181 | |||||||||||||||
| Total interest expense | 10,499 | 10,500 | 10,136 | 31,555 | 29,994 | |||||||||||||||
| Net interest income | 12,977 | 11,747 | 10,195 | 35,587 | 28,745 | |||||||||||||||
| Provision for credit losses | 1,980 | 2,013 | 375 | 3,421 | 1,067 | |||||||||||||||
| Net interest income after provision for credit losses | 10,997 | 9,734 | 9,820 | 32,166 | 27,678 | |||||||||||||||
| Non-interest income | ||||||||||||||||||||
| Service charges on deposit accounts and other service charges | 282 | 262 | 207 | 717 | 610 | |||||||||||||||
| Gain on sale of loans, net | 57 | 33 | 19 | 93 | 63 | |||||||||||||||
| Bank owned life insurance income | 290 | 273 | 213 | 835 | 612 | |||||||||||||||
| Wealth income | 481 | 431 | 362 | 1,343 | 827 | |||||||||||||||
| Other income | 136 | 213 | 88 | 545 | 207 | |||||||||||||||
| Total non-interest income | 1,246 | 1,212 | 889 | 3,533 | 2,319 | |||||||||||||||
| Non-interest expense | ||||||||||||||||||||
| Salaries and employee benefits | 5,215 | 5,191 | 4,672 | 15,458 | 13,635 | |||||||||||||||
| Occupancy and equipment | 523 | 519 | 570 | 1,605 | 1,581 | |||||||||||||||
| Professional services | 179 | 175 | 237 | 525 | 637 | |||||||||||||||
| Data processing | 657 | 656 | 619 | 1,970 | 1,872 | |||||||||||||||
| Franchise taxes | 466 | 466 | 375 | 1,391 | 1,124 | |||||||||||||||
| FDIC assessment | 224 | 218 | 309 | 587 | 910 | |||||||||||||||
| Merger expenses | 1,251 | 650 | - | 1,901 | - | |||||||||||||||
| Other operating expense | 964 | 999 | 1,116 | 2,689 | 2,662 | |||||||||||||||
| Total non-interest expense | 9,479 | 8,874 | 7,898 | 26,126 | 22,421 | |||||||||||||||
| Pre-tax income | 2,764 | 2,072 | 2,811 | 9,573 | 7,576 | |||||||||||||||
| Income tax expense | 1,027 | 497 | 614 | 2,580 | 1,663 | |||||||||||||||
| Net income | $ | 1,737 | $ | 1,575 | $ | 2,197 | $ | 6,993 | $ | 5,913 | ||||||||||
| Performance Ratios: | ||||||||||||||||||||
| Net interest margin | 3.10 | % | 2.92 | % | 2.84 | % | 2.95 | % | 2.75 | % | ||||||||||
| Non-interest income/average assets (1) | 0.29 | % | 0.29 | % | 0.24 | % | 0.28 | % | 0.22 | % | ||||||||||
| Non-interest expense/average assets (1) | 2.21 | % | 2.14 | % | 2.16 | % | 2.10 | % | 2.08 | % | ||||||||||
(1) Annualized non-interest income and non-interest expense for the three and nine months ended
9
Non-GAAP Reconcilations
($ in thousands, except per share data)
| September 30, | June 30, | September 30, | ||||||||||
| 2026 | 2026 | 2025 | ||||||||||
| Tangible Book Value Per Share Reconcilation | ||||||||||||
| Book value per share | $ | 13.20 | $ | 13.13 | $ | 12.36 | ||||||
| Tangible book value per share | $ | 13.20 | $ | 13.13 | $ | 12.36 | ||||||
| Tangible book value per share excluding AOCI | $ | 13.61 | $ | 13.44 | $ | 12.68 | ||||||
| For the Three Months Ended | For the Nine Months Ended | |||||||||||||||||||
| September 30, | June 30, | September 30, | September 30, | September 30, | ||||||||||||||||
| 2026 | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||
| Adjusted Operating Earnings Reconcilation | ||||||||||||||||||||
| Pre-tax income (GAAP) | $ | 2,764 | $ | 2,072 | $ | 2,811 | $ | 9,573 | $ | 7,576 | ||||||||||
| Add: merger expenses | 1,251 | 650 | - | 1,901 | - | |||||||||||||||
| Adjusted pre-tax income (non-GAAP) | 4,015 | 2,722 | 2,811 | 11,474 | 7,576 | |||||||||||||||
| Income tax expense on adjusted income | 843 | 572 | 614 | 2,410 | 1,663 | |||||||||||||||
| Adjusted operating earnings (non-GAAP) | $ | 3,172 | $ | 2,150 | $ | 2,197 | $ | 9,064 | $ | 5,913 | ||||||||||
| Adjusted Efficiency Ratio Reconcilation | ||||||||||||||||||||
| Non-interest expense (GAAP) | $ | 9,479 | $ | 8,874 | $ | 7,898 | $ | 26,126 | $ | 22,421 | ||||||||||
| Less: merger expenses | 1,251 | 650 | - | 1,901 | - | |||||||||||||||
| Adjusted non-interest expense (non-GAAP) | $ | 8,228 | $ | 8,224 | $ | 7,898 | $ | 24,225 | $ | 22,421 | ||||||||||
| Net interest income plus non-interest income | 14,223 | 12,959 | 11,084 | 39,120 | 31,064 | |||||||||||||||
| Efficiency ratio (GAAP) | 66.65 | % | 68.48 | % | 71.26 | % | 66.78 | % | 72.18 | % | ||||||||||
| Adjusted efficiency ratio (non-GAAP) | 57.85 | % | 63.46 | % | 71.26 | % | 61.92 | % | 72.18 | % | ||||||||||
10
Exhibit 99.2
FOR IMMEDIATE RELEASE
October 29, 2026
| Contact: | William Bauder, EVP, Chief Financial Officer | |
| Phone: 202-546-8000 | ||
| Email: wbauder@nationalcapitalbank.bank |
National Capital Bancorp, Inc. Reports Third Quarter Earnings and Quarterly Cash Dividend
Washington, DC, October 29, 2026 - National Capital Bancorp, Inc. (“NACB” or the “Company”) (OTCID: NACB), the holding company for The National Capital Bank of Washington (“NCB” or the “Bank”), reported net income of $215 thousand, or $0.19 per common share, for the three months ended September 30, 2026, compared to net income of $1.8 million, or $1.55 per common share, for the three months ended September 30, 2025. For the nine months ended September 30, 2026, the Company reported net income of $2.9 million, or $2.51 per common share, compared to $5.4 million, or $4.67 per common share, for the nine months ended September 30, 2025. The decrease in earnings was primarily attributable to higher provision expense in the first and third quarters of 2026 and merger-related expenses.
Total assets decreased year-over-year to $709.4 million on September 30, 2026, compared to $727.2 million on September 30, 2025. Total loans of $501.9 million on September 30, 2026, decreased by $2.0 million during the quarter and have decreased by $35.8 million over the past twelve months. Loan balances in the third quarter of 2026 reflected declines in residential real estate and construction loans, partially offset by growth in commercial real estate loans. Total deposits of $622.7 million on September 30, 2026, decreased $33.2 million during the quarter and have decreased $20.7 million over the past twelve months. The Company has been focused on balanced growth with decreases in deposits focused in higher cost funding sources. The Company has no reliance on wholesale funding sources and maintains strong levels of available secured borrowing capacity to meet the financing and cash flow needs of our client base and continues to pursue desirable new relationship opportunities.
The Company’s net interest margin of 3.52% during the third quarter of 2026 decreased from 3.62% in the second quarter of 2026 and from 3.60% in the third quarter of 2025. The decrease quarter-over-quarter is attributable to an unfavorable shift in deposit mix and higher borrowing expenses related to the Company’s subordinated debt moving to floating rate earlier in 2026.
Total shareholders’ equity increased to $68.7 million on September 30, 2026 from $65.6 million a year ago due primarily to retained earnings for the past twelve months. For the nine months ended September 30, 2026, the return on average assets and return on average equity were 0.52% and 5.54%, respectively.
The Company’s non-performing loans were 1.43% of total loans on September 30, 2026, compared to 2.55% on December 31, 2025, consisting of six nonaccrual loans with two separate borrowers. The Company’s non-performing assets ratio as of September 30, 2026 was 1.33%, compared to 1.81% on December 31, 2025. During the third quarter, the Company acquired other real estate owned through foreclosure of one of its previously reported nonaccrual loans. Four of the loans are CRA-eligible multifamily loans, which participate in the DC Housing Voucher Program, the fifth loan is a DC multifamily construction and development loan, and the sixth loan is an SBA 7a commercial loan. All six loans have been individually evaluated for specific reserves, with recent appraisals utilized for the real estate-secured loans. The Company has recorded partial charge-offs on these loans of $6.4 million, including $2.8 million in the third quarter of 2026. The allowance for credit losses to total loans was 1.02% on September 30, 2026, compared with 1.21% on September 30, 2025, while the annualized net charge-off ratio was 1.31% for the nine months ended September 30, 2026. The Bank is continuing to work multiple paths to cost-effectively resolve these problem assets.
“Our earnings reflect merger-related expenses and continued challenges in the Washington, DC, multifamily market,” said Jimmy Olevson, President and Chief Executive Officer of the Bank. “We remain focused on working through our problem assets while selectively pursuing strong, relationship-based lending opportunities and positioning the Bank for long-term value creation as we move toward completion of our previously announced merger with ODNB Financial Corporation.”
The Company also announced today that its Board of Directors has declared a cash dividend of $0.26 per share for shareholders of record as of November 13, 2026. The dividend payout of $299,581.88 on 1,152,238 shares is payable November 25, 2026.
On June 15, 2026, the Company and ODNB Financial Corporation (“ODNB”), the holding company of Old Dominion National Bank, jointly announced that they have entered into a definitive merger agreement pursuant to which NACB will merge into ODNB, with ODNB surviving as the bank holding company. The combined holding company, which will be renamed National Capital Bancorp, Inc., expects to list its common stock on Nasdaq and trade under the ticker symbol “NACB”. Old Dominion National Bank will merge with and into NCB, with NCB surviving as the wholly owned subsidiary bank.
The merger is expected to close in the fourth quarter of 2026, subject to satisfaction of customary closing conditions, including regulatory approvals and shareholder approvals from ODNB and NACB shareholders.
About National Capital Bancorp, Inc.
National Capital Bancorp, Inc. is the holding company for The National Capital Bank of Washington, which was founded in 1889 and is Washington’s Oldest Bank. NCB is headquartered on Capitol Hill with offices in the Friendship Heights community in Northwest D.C., the Courthouse/Clarendon community in Arlington, Virginia and the Fox Hill senior living community of Bethesda, Maryland. NCB also operates residential mortgage and commercial lending offices and a wealth management services division. NCB product and service offerings include personal and business deposit accounts, robust online and mobile banking services and sophisticated treasury management solutions – all delivered with top-rated personal service. NCB is well positioned to serve all the banking needs of those in our communities. For more information about NCB, visit www.nationalcapitalbank.bank.
Forward-Looking Statements
This news release may contain certain forward-looking statements, such as statements of the Company’s plans, objectives, expectations, estimates and intentions. Forward-looking statements may be identified using words such as “expects,” “subject,” “will,” “intends,” “will be” or “would.” These statements are subject to change based on various important factors (some of which are beyond the Company’s control) and actual results may differ materially. Accordingly, readers should not place undue reliance on any forward-looking statements (which reflect management’s analysis of factors only as of the date on which they are made). These factors include general economic conditions, trends in interest rates, the ability of the Company to effectively manage its growth and results of regulatory examinations, among other factors. In addition, with respect to the proposed merger with ODNB, the following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: (1) the business of NACB may not be successfully integrated into ODNB or the business of Old Dominion National Bank may not be successfully integrated into NCB, or such integration may take longer, be more difficult, time-consuming or costly to accomplish than expected; (2) the expected growth opportunities or cost savings from the proposed transaction may not be fully realized or may take longer to realize than expected; (3) deposit attrition, operating costs, customer losses and business disruption following the proposed transaction, including adverse effects on relationships with employees and customers, may be greater than expected; (4) the possibility that the proposed transaction does not close when expected or at all because required regulatory, shareholder or other approvals and other conditions to closing are not received or satisfied on a timely basis or at all, or are obtained subject to conditions that are not anticipated (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the proposed transaction); (5) the outcome of any legal proceedings that may be instituted in connection with the proposed transaction; (6) the occurrence of any event, change, or other circumstance that could give rise to the right of one or both of the parties to terminate the definitive merger agreement; (7) reputational risk and potential adverse reactions of customers, employees or other business partners, including those resulting from the announcement or completion of the proposed transaction; (8) the diversion of management’s attention and time from ongoing business operations and opportunities on merger-related matters; and (9) certain restrictions during the pendency of the proposed transaction that may impact NACB’s ability to pursue certain business opportunities or strategic transactions. The foregoing list of important factors is not exclusive. The Company does not undertake, and specifically disclaims any obligation, to publicly release the result of any revisions which may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.
Additional Information and Where to Find It
In connection with the proposed merger of NACB with and into ODNB, ODNB filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4 (Registration No. 333-297905), which was declared effective by the SEC on October 9, 2026. The Registration Statement includes a joint proxy statement of NACB and ODNB that also constitutes a prospectus of ODNB (the “Joint Proxy Statement/Prospectus”). The definitive Joint Proxy Statement/Prospectus, dated October 13, 2026, was first mailed to shareholders of NACB and ODNB on or about October 14, 2026. ODNB may file with the SEC other relevant documents concerning the proposed transaction.
INVESTORS AND SHAREHOLDERS OF NACB AND ODNB ARE URGED TO READ THE REGISTRATION STATEMENT AND THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT NACB, ODNB AND THE PROPOSED TRANSACTION. Free copies of the Registration Statement and the Joint Proxy Statement/Prospectus, as well as other filings containing information about NACB and ODNB, may be obtained at the SEC’s website (http://www.sec.gov). Free copies may also be obtained by directing a request by mail to NACB at 316 Pennsylvania Avenue, SE, Washington, DC 20003, by telephone at 202-851-4483, or by email or mail to ODNB at shareholders@odnb.bank or 8607 Westwood Center Drive, Suite 440, Tysons Corner, VA 22182, Attention: Investor Relations, or by accessing NACB’s website at https://www.nationalcapitalbank.bank under “About Us – Investor Relations.” The information on NACB’s website is not, and shall not be deemed to be, a part of this communication or incorporated into other filings either company makes with the SEC.
No Offer or Solicitation
This communication does not constitute an offer to sell or the solicitation of an offer to buy securities of NACB or ODNB or a solicitation of any vote or approval. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, and no offer to sell or solicitation of an offer to buy shall be made in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
Participants in the Solicitation
NACB, ODNB and certain of their respective directors, executive officers and employees may be deemed to be participants in the solicitation of proxies from the shareholders of NACB and shareholders of ODNB in connection with the proposed transaction. Information about the interests of the directors and executive officers of NACB and ODNB and other persons who may be deemed to be participants in the solicitation, and a description of their direct and indirect interests, by security holdings or otherwise, is included in the definitive Joint Proxy Statement/Prospectus filed with the SEC on October 13, 2026. Free copies of this document may be obtained as described above.
| National Capital Bancorp, Inc. | ||||||||||||||||
| Financial Highlights | ||||||||||||||||
| (Dollars in thousands, except share data) | Three Months Ended | Nine Months Ended | ||||||||||||||
| (Unaudited) | September 30 | September 30 | ||||||||||||||
| Condensed Statement of Income: | 2026 | 2025 | 2026 | 2025 | ||||||||||||
| Interest income | $ | 8,591 | $ | 8,894 | $ | 25,950 | $ | 25,673 | ||||||||
| Interest expense | 2,326 | 2,545 | 6,937 | 7,125 | ||||||||||||
| Net interest income | 6,265 | 6,349 | 19,013 | 18,548 | ||||||||||||
| Provision for (recovery of) credit losses | 1,784 | 711 | 3,688 | 841 | ||||||||||||
| Net interest income after provision | 4,481 | 5,638 | 15,325 | 17,707 | ||||||||||||
| Non-interest income | 908 | 1,050 | 3,413 | 2,761 | ||||||||||||
| Non-interest expense | 4,706 | 4,277 | 14,606 | 13,218 | ||||||||||||
| Income before taxes | 683 | 2,411 | 4,132 | 7,250 | ||||||||||||
| Income tax provision | 468 | 624 | 1,240 | 1,876 | ||||||||||||
| Net income | $ | 215 | $ | 1,787 | $ | 2,892 | $ | 5,374 | ||||||||
| Share Data: | ||||||||||||||||
| Weighted avg no. of shares outstanding | 1,152,355 | 1,150,870 | 1,151,595 | 1,149,774 | ||||||||||||
| Period end shares outstanding | 1,152,238 | 1,150,870 | 1,152,238 | 1,150,870 | ||||||||||||
| Per Common Share Data: | ||||||||||||||||
| Net income | $ | 0.19 | $ | 1.55 | $ | 2.51 | $ | 4.67 | ||||||||
| Closing Stock Price | $ | 84.70 | $ | 65.00 | ||||||||||||
| Book Value | $ | 59.59 | $ | 56.99 | ||||||||||||
| Profitability Ratios, Annualized: | ||||||||||||||||
| Return on average shareholders' equity | 1.20 | % | 12.34 | % | 5.54 | % | 11.78 | % | ||||||||
| Return on average total assets | 0.12 | % | 1.11 | % | 0.52 | % | 1.04 | % | ||||||||
| Efficiency ratio | 65.61 | % | 57.81 | % | 65.13 | % | 62.03 | % | ||||||||
| September 30 | December 31 | September 30 | ||||||||||
| Condensed Balance Sheets: | 2026 | 2025 | 2025 | |||||||||
| Assets | ||||||||||||
| Cash and equivalents | $ | 70,457 | $ | 81,245 | $ | 46,090 | ||||||
| Securities, available for sale | 52,233 | 57,307 | 59,001 | |||||||||
| Securities, held to maturity | 55,694 | 57,936 | 59,022 | |||||||||
| Loans, held in portfolio | 501,917 | 541,878 | 537,753 | |||||||||
| Allowance for credit losses | (5,138 | ) | (6,575 | ) | (6,525 | ) | ||||||
| Premises and equipment, net | 6,636 | 6,403 | 6,434 | |||||||||
| Bank owned life insurance | 15,086 | 15,118 | 15,027 | |||||||||
| Other assets | 12,559 | 10,439 | 10,352 | |||||||||
| Total assets | $ | 709,444 | $ | 763,751 | $ | 727,154 | ||||||
| Liabilities and shareholders' equity | ||||||||||||
| Deposits | $ | 622,727 | $ | 678,192 | $ | 643,444 | ||||||
| FHLB advances and other borrowings | 0 | 0 | 0 | |||||||||
| Subordinated notes, net of issuance cost | 13,884 | 13,843 | 13,830 | |||||||||
| Other liabilities | 4,169 | 4,059 | 4,294 | |||||||||
| Shareholders' equity | 68,664 | 67,657 | 65,586 | |||||||||
| Total liabilities and shareholders' equity | $ | 709,444 | $ | 763,751 | $ | 727,154 | ||||||
| Other Data: | ||||||||||||
| Non-performing loans to total loans | 1.43 | % | 2.55 | % | 1.27 | % | ||||||
| Non-performing assets to total assets | 1.33 | % | 1.81 | % | 0.94 | % | ||||||
| Allowance to total loans | 1.02 | % | 1.21 | % | 1.21 | % | ||||||
| Net charge-offs (recoveries) to average loans | 1.31 | % | 0.26 | % | 0.11 | % | ||||||
| Loan-to-deposit ratio | 80.60 | % | 79.90 | % | 83.57 | % | ||||||
| Net interest margin for the quarter | 3.52 | % | 3.55 | % | 3.60 | % | ||||||
| Net interest margin for the year | 3.55 | % | 3.62 | % | 3.64 | % |