Two of three regulatory approvals secured — monitor for Virginia SCC approval and shareholder vote dates. No deal terms disclosed, so spread-to-close analysis is not possible from this filing alone.
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Executive Summary
ODNB Financial Corp (private) and National Capital Bancorp (NACB) announced receipt of OCC approval for the bank merger and a Federal Reserve waiver for the holding company merger, clearing two key regulatory hurdles. The deal remains subject to Virginia SCC approval, shareholder votes from both companies, and customary closing conditions, with completion expected in Q4 2026. This filing confirms deal progress but provides no updated financial terms or synergy estimates.
Key Financial Metrics
Key Facts
- OCC approved the bank merger on September 29, 2026.
- Federal Reserve Bank of Richmond granted a waiver of approval for the holding company merger under the Bank Holding Company Act.
- Deal still requires approval from the Virginia State Corporation Commission and shareholders of both ODNB and NACB.
- Combined holding company will be named National Capital Bancorp, Inc. and expects to list on Nasdaq under ticker NACB.
- ODNB had $1.8 billion in total assets at June 30, 2026; NACB had $742.9 million.
- Closing expected in Q4 2026.
Financial Impact
No deal value, exchange ratio, or financial terms disclosed in this filing.
Risk Factors
- Shareholder approval from both ODNB and NACB still required.
- Virginia SCC approval remains outstanding.
- Customary closing conditions could delay or prevent completion.
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 425 Filing (Primary) | 0001104659-26-112138 |
| Document: 0001104659-26-112138-index-headers.html | 0001104659-26-112138 |
| Document: 0001104659-26-112138-index.html | 0001104659-26-112138 |
| Document: 0001104659-26-112138.txt | 0001104659-26-112138 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 13, 2026 14d ago | EFFECT | $87.40 | awaiting T+20 | — | $87.00 (−0.46%) |
Oct 6, 2026 20d ago | S-4/A | $85.00 | awaiting T+20 | — | $87.00 (+2.35%) |
Sep 30, 2026 27d ago | 425 | $84.70 | awaiting T+20 | — | $87.00 (+2.72%) |
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