ODNB Financial Corporation, a Virginia-incorporated emerging growth company, filed a current report on Form 8-K on October 29, 2026, disclosing third-quarter 2026 financial results for both itself and merger partner National Capital Bancorp, Inc., and providing updates on the proposed transaction between the two companies.

Key Highlights

  • Dual earnings releases: On October 29, 2026, both ODNB Financial Corporation and National Capital Bancorp, Inc. issued separate press releases announcing their respective third-quarter 2026 financial results.
  • Pending merger: The filing references a proposed merger between ODNB Financial Corporation and National Capital Bancorp, Inc., described as "the proposed transaction."
  • Form S-4 registration: The Company filed a registration statement on Form S-4 (File No. 333-297905) on July 31, 2026, with amendments filed on September 16, 2026, and October 6, 2026.
  • Registration effective: The Registration Statement was declared effective on October 9, 2026, according to the filing.
  • Proxy mailing commenced: Each company began mailing the definitive Joint Proxy Statement/Prospectus to their respective shareholders on or about October 14, 2026.
  • Emerging growth company: ODNB Financial Corporation indicated it qualifies as an emerging growth company under applicable securities regulations.
  • Signed by EVP: The filing was signed by Jennifer H. Kim, EVP and Treasurer of ODNB Financial Corporation.

ODNB Financial and National Capital Bancorp Report Q3 2026 Results as Merger Advances

ODNB Financial Corporation, headquartered at 8607 Westwood Center Drive, Suite 440, Tysons Corner, Virginia, filed its Form 8-K under Items 2.02 and 7.01, disclosing that it and National Capital Bancorp, Inc. each issued press releases on October 29, 2026, covering third-quarter 2026 financial results. The press releases were furnished as Exhibits 99.1 and 99.2, respectively, and are incorporated by reference into the filing. ODNB Financial is a Virginia-incorporated banking holding company operating as an emerging growth company, with its common stock not listed on a national securities exchange as of the filing date, as the registered securities table on the cover page is blank.

The filing also discloses the status of a proposed merger between ODNB Financial Corporation and National Capital Bancorp, Inc. According to the filing, the Company submitted a Form S-4 registration statement (File No. 333-297905) to the SEC on July 31, 2026, which was subsequently amended on September 16, 2026, and again on October 6, 2026. The Registration Statement includes a Joint Proxy Statement/Prospectus covering both companies. The SEC declared the Registration Statement effective on October 9, 2026, and both companies commenced mailing the definitive Joint Proxy Statement/Prospectus to shareholders on or about October 14, 2026.

The filing further notes that the Company and NACB, along with certain of their directors, executive officers, and employees, "may be deemed to be participants in the solicitation of proxies" in connection with the proposed transaction, and that information about their interests is included in the Joint Proxy Statement/Prospectus. The filing was signed on October 29, 2026, by Jennifer H. Kim, EVP and Treasurer of ODNB Financial Corporation.

What Was Disclosed

ODNB Financial Corporation's October 29, 2026 Form 8-K reported third-quarter 2026 results for both itself and National Capital Bancorp, Inc. via furnished press releases, and provided an update on the proposed merger, including the effective date of the joint registration statement and the commencement of shareholder proxy mailings.