Financial Advisor
Capital Bancorp, Inc.
M&A Advisory
Has Agreed To Be Acquired By
Transaction Details
On September 30, 2026, Peoples Bancorp Inc. ("Peoples") (NASDAQ: PEBO) and Capital Bancorp, Inc. ("Capital") (NASDAQ: CBNK) jointly announced the signing of an agreement and plan of merger (the "Merger Agreement") pursuant to which Peoples will acquire Capital in an all-stock transaction. Under the terms of the Merger Agreement, Capital will merge with and into Peoples (the "Merger"), and Capital Bank, N.A. will subsequently merge with and into Peoples' wholly owned subsidiary, Peoples Bank, in a transaction valued at approximately $728.1 million.
Upon completion of the Merger, the combined company is expected to have approximately $14 billion in total assets, $10 billion in total loans and $11 billion in total deposits, with over 150 banking locations across eight states and Washington, D.C., in addition to nationwide specialty financial services platforms.
The transaction is expected to be immediately accretive to Peoples' estimated earnings in 2027 before one-time costs, with a tangible book value earnback period of under three years and a pro forma return on average tangible common equity of approximately 20%. The acquisition is expected to close during the first half of 2027, subject to the satisfaction of customary closing conditions, including regulatory approvals and the approvals of the shareholders of Peoples and Capital.
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Sources: Peoples Bancorp Inc. Press Release & Investor Presentation and S&P Global Market Intelligence.
(1) Estimated Enhanced Scale metrics shown at illustrative transaction close of 3/31/27.
(2) Presented at transaction close, TCE, CET1 and TRBC ratios reflective of purchase accounting adjustments and transaction merger charges.
(3) “CRE” = Commercial Real Estate; CRE loans / total risk-based capital, estimated at close at consolidated company level and does not reflect purchase accounting impacts.
(4) Fully-phased 2027E impacts assume full-year impacts and 100% phased-in cost savings presented for illustrative purposes.
(5) ‘Fully –loaded’ TBVPS dilution, reflective of all purchase accounting adjustments and transaction merger charges.
(6) Based on 16,295,949 CBNK shares outstanding, 97,957 restricted stock units and 649,489 options with a weighted average strike price of $26.82; restricted stock units to receive stock consideration, options cashed out.
(7) Based on PEBO’s 20-day volume-weighted closing price of $39.41 per share as of September 29, 2026.
(8) Assumes 100% realization of 2027E cost savings.
(9) Branch map and branch counts per S&P Global Market Intelligence; PEBO is pro forma for recently announced transaction with Citizens National Corporation; map excludes CBNK’s FL and IL branches.Note: Estimated financial impacts are presented for illustrative purposes only. Includes purchase accounting marks and transaction-related expenses. Pro forma data is subject to various assumptions and uncertainties.
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