Peoples Bancorp Inc. ("Peoples") (Nasdaq: PEBO) and Capital Bancorp, Inc. ("Capital") (Nasdaq: CBNK) today jointly announced that they have entered into a merger agreement and plan (the "Merger Agreement") under which Peoples will acquire Capital in an all-stock transaction. Pursuant to the terms of the Merger Agreement, Capital will merge into Peoples, followed by the merger of Capital Bank, N.A. into Peoples Bank, a wholly owned subsidiary of Peoples. The transaction has an enterprise value of approximately $728.1 million.
Upon completion of the merger, the combined company is expected to have total assets of approximately $14 billion, total loans of approximately $10 billion, total deposits of approximately $11 billion, more than 150 bank branches across eight states and Washington, D.C., and a nationwide professional financial services platform.
This merger will bring together two diversified financial services institutions with complementary business models, both focused on relationship-based banking. Peoples’ community banking, trust and investment services, insurance, and specialty financing platforms will complement Capital’s commercial banking operations in the Washington, D.C., and Baltimore markets, as well as its national businesses in digital consumer lending, government-guaranteed loans and services, and residential mortgage banking. Both parties state that the merger will create a broader, more diversified revenue structure, open additional growth opportunities, and enhance the ability to serve the combined customer base.
As of June 30, 2026, Capital operates four business segments—Commercial Banking, OpenSky™, Windsor Advantage™, and Capital Bank Home Loans—with total assets of $3.9 billion, gross loans of $3.1 billion, and total deposits of $3.4 billion. In the second quarter of 2026, fee-based income accounted for approximately 22% of Capital’s total revenue, and the managed asset portfolio of Windsor Advantage™ was approximately $3.4 billion.
Tyler Wilcox, President and CEO of Peoples, said: “As Peoples approaches $10 billion in assets, we have remained cautious and patient in seeking the right strategic opportunities. We were looking for a transaction and a partner that would not only bring scale but significantly enhance our franchise capabilities—and Capital is exactly that. Its commercial banking business deepens our presence in the highly attractive Washington, D.C. and Baltimore markets, while OpenSky, Windsor Advantage, and Capital Bank Home Loans bring complementary national businesses that further diversify our revenue streams and expand growth opportunities. Equally important, Capital’s entrepreneurial, customer-centric culture aligns closely with Peoples’. We believe this combination will create a stronger platform for customers and shareholders, and we look forward to welcoming Capital’s employees, shareholders, and clients to Peoples.”
Edward F. “Ed” Barry, CEO of Capital, said: “Peoples is an excellent strategic partner for Capital because it understands and values the diversified model we have built. This merger combines Capital’s relationship-driven commercial banking and national specialty businesses with Peoples’ larger balance sheet, broader product capabilities, and operational infrastructure. The merger will create more ways to serve customers, support sustained business growth, and offer new opportunities for employees. We also share a disciplined, relationship-focused culture, which is a key consideration for us.”
Steven J. Schwartz, Chairman of Capital’s Board, added, “Capital is incredibly fortunate to have an exceptional management team leading and driving the bank’s growth. We are deeply grateful for their years of dedicated effort. We believe that the merger with Peoples will provide the Capital team with greater scale and financial resources, enabling it to continue serving clients at the highest level, offering a broader range of products, and enhancing capacity. Additionally, this transaction delivers significant value to Capital shareholders, whose investments stand to benefit from Peoples’ integrated business lines, cost savings from increased scale, and improved share liquidity. Everyone should welcome this outstanding opportunity to partner with such a successful company.”
Pursuant to the terms of the merger agreement, the transaction has been unanimously approved by the boards of directors of both companies. Each share of Capital common stock will be exchanged for 1.11 shares of Peoples common stock. Based on Peoples’ 20-day volume-weighted average closing price of $39.41 per share as of September 29, 2026, the total transaction value is approximately $728.1 million, equivalent to $43.75 per share. Upon completion of the transaction, former Capital shareholders are expected to collectively own approximately 32% of Peoples. The transaction is intended to be treated as a tax-free reorganization for U.S. federal income tax purposes.
Peoples expects the transaction to immediately accrete its estimated earnings per share for 2027 before one-time costs; the tangible book value payback period is less than three years, and the combined tangible common equity return on average equity is expected to be approximately 20%. Pursuant to the merger agreement, three members of Capital’s board are expected to join Peoples’ board at or shortly after closing, subject to Peoples’ standard corporate governance practices and director evaluation processes.
The acquisition is expected to be completed in the first half of 2027, subject to customary closing conditions, including regulatory approvals and the approval of Peoples' and Capital's shareholders.
Raymond James & Associates, Inc. serves as financial advisor to Peoples, and Dinsmore & Shohl LLP serves as its legal counsel. Stephens Inc. serves as financial advisor to Capital, and Squire Patton Boggs (US) LLP serves as its legal counsel.
Conference call
Peoples will hold a conference call for analysts, media, and investors on September 30, 2026, at 10:00 a.m. Eastern Time. The call will feature prepared remarks by Mr. Wilcox and Chief Financial Officer and Treasurer Katie Bailey regarding the proposed acquisition, followed by a question-and-answer session. The dial-in number is 1-866-890-9285. The audio of the conference call will be simultaneously webcast (listen-only mode) and available for replay in the “Investor Relations” section of the Peoples website. The audio replay will be accessible for one year. Participants wishing to join the live conference call are advised to dial in or log in at least 15 minutes before the scheduled start time.
About Peoples Bancorp Inc.
Peoples Bancorp Inc. ("Peoples," NASDAQ: PEBO) is a diversified financial services holding company that offers a full range of banking, trust and investment, insurance, and specialty financing solutions through its subsidiaries. Headquartered in Marietta, Ohio since 1902, Peoples has built a tradition of financial stability, growth, and community impact. As of June 30, 2026, Peoples had total assets of $9.5 billion and 144 locations, including 127 full-service bank branches across Ohio, West Virginia, Kentucky, Virginia, the District of Columbia, and Maryland. Peoples' vision is to be the best community bank in America.
Peoples is a component of the Russell 3000 Index, a U.S. public company. Peoples provides services through Peoples Bank, which includes the Peoples Investment Services, Peoples Premium Finance, and North Star Leasing divisions, as well as Peoples Insurance Agency, LLC and Vantage Financial, LLC.
About Capital Bancorp, Inc.
Capital Bancorp, Inc., headquartered in Rockville, Maryland, is a bank holding company incorporated under Maryland law. Capital Bancorp has been providing financial services since 1999 and currently operates four bank branches in the Washington, D.C. and Baltimore, Maryland metropolitan areas, as well as one branch each in Fort Lauderdale, Florida; Chicago, Illinois; and Raleigh, North Carolina. As of June 30, 2026, Capital Bancorp had total assets of approximately $3.9 billion, and its common stock is traded on the Nasdaq Global Market under the ticker symbol CBNK.
Forward-looking statements
This communication contains "forward-looking statements" as defined under the Private Securities Litigation Reform Act of 1995, which involve inherent risks and uncertainties. Examples of forward-looking statements include, but are not limited to: Peoples' and Capital's respective outlooks and expectations regarding the proposed transaction; the strategic and financial benefits of the proposed transaction, including anticipated effects on the combined company's future financial performance (such as expected earnings per share accretion, tangible book value payback period, and other operational and return metrics); the timing of completion of the proposed transaction; and the ability to successfully integrate the combined businesses. Such statements typically use qualifying words such as "may," "will," "anticipate," "could," "should," "would," "believe," "contemplate," "expect," "estimate," "continue," "plan," "project," "intend" (and their derivatives), or other similar expressions conveying Peoples' or Capital's and their respective management's views or judgments about future events. Forward-looking statements are based on assumptions made as of the date they are made and are subject to risks, uncertainties, and other factors that are difficult to predict in terms of timing, scope, likelihood, and magnitude, which may cause actual results to differ materially from those expressed or implied by the forward-looking statements. Such risks, uncertainties, and assumptions include, but are not limited to:
- Any event, change, or other circumstance may occur that entitles one or both parties to terminate the merger agreement;
- Failure to obtain necessary regulatory approvals (and the risk that such approvals may be subject to conditions that adversely affect the combined company or the anticipated benefits of the proposed transaction), as well as the possibility that the proposed transaction may not be completed on the expected timeline or at all due to failure to obtain timely or any required regulatory approvals, shareholder approvals, or other approvals, or to satisfy other closing conditions;
- The outcome of any legal proceedings that may be brought against Peoples or Capital;
- The anticipated benefits of the proposed transaction, including expected cost savings and strategic advantages, may not be realized as planned or at all, due to changes or issues in overall economic and market conditions, interest and exchange rates, monetary policies, laws and regulations and their enforcement, as well as the level of competition in the geographic and business areas in which Peoples and Capital operate;
- The integration of the two companies may be more difficult, time-consuming, or costly than expected;
- Any changes in the purchase accounting implications related to the proposed transaction, or in the assumptions used to determine the fair value of acquired assets and assumed liabilities and the credit adjustment;
- The proposed transaction may be more expensive or take longer than expected, including due to unforeseen factors or events;
- Management's attention is diverted from day-to-day business operations and opportunities;
- Peoples or Capital customers may experience adverse reactions, or there may be changes in business or employee relationships, including those triggered by the announcement or completion of the proposed transaction;
- A significant adverse change in the financial condition of Peoples or Capital;
- The price of Peoples stock may change before the transaction is completed;
- Risks related to the potential dilution effect from the common shares of Peoples that may be issued in the proposed transaction;
- General competitive, economic, political, and market conditions;
- Major disasters such as earthquakes, floods, or other natural or man-made disasters, including disease outbreaks; and
- Other factors that could affect Peoples or Capital’s future performance include, but are not limited to: changes in asset quality and credit risk; inability to sustain revenue and profit growth; interest rate fluctuations; deposit flows; inflation; customer borrowing, repayment, investment, and deposit behaviors; the impact, scope, and timing of technological changes; capital management activities; and other initiatives by the Federal Reserve, the Office of the Comptroller of the Currency, the Consumer Financial Protection Bureau, and legislative and regulatory actions and reforms.
The above factors are not necessarily all the factors that could cause the actual results, performance, or achievements of Peoples, Capital, or the combined company to differ materially from those expressed or implied in any forward-looking statements. Other factors, including unknown or unpredictable ones, could also adversely affect the performance of Peoples, Capital, or the combined company.
Although both Peoples and Capital believe that their expectations regarding forward-looking statements are based on reasonable assumptions within the current scope of their knowledge of their businesses and operations, actual results may differ materially from the future results expressed or implied by any forward-looking statements. Other factors that could cause results to differ materially from those described above are detailed in the most recent Form 10-K annual report and Form 10-Q quarterly reports of Peoples and Capital for the fiscal year ended December 31, 2025, as well as other filings subsequently submitted to the U.S. Securities and Exchange Commission. Actual expected results may not be achieved, or even if substantially achieved, may not result in the anticipated consequences or impacts on Peoples, Capital, or their respective businesses or operations. Investors are cautioned not to place undue reliance on any such forward-looking statements. Peoples and Capital urge you to carefully consider all of these risks, uncertainties, and other factors when evaluating any forward-looking statements they make. Forward-looking statements are valid only as of the date they are made, and neither Peoples nor Capital assumes any obligation to update or clarify these forward-looking statements due to new information, future events, or otherwise, except as required by applicable law.
Additional Information and How to View
With respect to the proposed transaction, Peoples plans to file a Form S-4 registration statement with the U.S. Securities and Exchange Commission (SEC) to register the shares of Peoples common stock to be issued in connection with the proposed transaction. This registration statement will include a joint proxy statement/prospectus, and Peoples and Capital may also file other documents with the SEC relating to the proposed transaction. The information contained herein does not constitute an offer to sell or a solicitation of an offer to buy any securities, nor does it constitute an invitation to vote or approve; no sale of securities shall be made in any jurisdiction where such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction. Investors and securityholders are urged to read the registration statement and joint proxy statement/prospectus regarding the proposed transaction, as well as any other relevant documents filed with the SEC and any amendments or supplements thereto, when they become available, as these documents will contain important information about Peoples, Capital, the proposed transaction, and related matters, prior to making any voting or investment decisions.
Investors and security holders may obtain the registration statement, including the joint proxy statement/prospectus, and other SEC filings containing information about Peoples and Capital free of charge on the SEC’s website (https://www.sec.gov).
Recruiting participants
Peoples and Capital, along with their respective directors, officers, management, and employees, may be deemed participants in the solicitation of proxies related to the merger. Information regarding Peoples participants is contained in Peoples’ Proxy Statement on Schedule 14A filed with the SEC on March 6, 2026, for its 2026 annual meeting of shareholders; information regarding Capital participants is contained in Capital’s Proxy Statement on Schedule 14A filed with the SEC on April 7, 2026, for its 2026 annual meeting of shareholders. Additional information about the participants in the proxy solicitation for the proposed transaction, and the interests of Peoples and Capital participants in the merger proxy solicitation, will be included in the registration statement and joint proxy statement/prospectus to be filed with the SEC. The relevant documents may be obtained free of charge as described above.