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 National Capital Bancorp, Inc., and providing an update on the companies' proposed merger transaction.

Key Highlights

  • Dual results disclosure: The company furnished press releases covering Q3 2026 financial results for both ODNB Financial Corporation and National Capital Bancorp, Inc. as Exhibits 99.1 and 99.2, respectively.
  • Merger context: ODNB Financial and National Capital Bancorp, Inc. have a proposed merger pending, according to the filing.
  • Registration Statement: A Form S-4 (File No. 333-297905) was filed July 31, 2026, and subsequently amended on September 16, 2026, and October 6, 2026, to register Company common stock to be issued in the proposed transaction.
  • Registration declared effective: The Registration Statement was declared effective on October 9, 2026.
  • Joint Proxy Statement/Prospectus mailed: Mailing to respective shareholders of both companies began on or about October 14, 2026.
  • Signed by: Jennifer H. Kim, EVP, Treasurer of ODNB Financial Corporation, signed the filing on October 29, 2026.

ODNB Financial and National Capital Bancorp Report Q3 2026 Results Amid Pending Combination

According to the filing, ODNB Financial Corporation, headquartered at 8607 Westwood Center Drive, Suite 440, Tysons Corner, Virginia 22182, submitted an 8-K on October 29, 2026 under Items 2.02 and 7.01. The company is organized under the laws of Virginia and is classified as an emerging growth company. The filing furnishes Q3 2026 earnings press releases for both ODNB Financial and National Capital Bancorp, Inc., a Washington, D.C.-area banking institution with an address on Pennsylvania Avenue, SE. Neither press release's specific financial figures are reproduced within the 8-K's main body, as the results are contained in the attached exhibits.

The filing also details the status of the proposed merger between the two banking companies. The Company filed a Form S-4 registration statement with the SEC on July 31, 2026, amended it twice before it was declared effective on October 9, 2026. The document incorporates a Joint Proxy Statement/Prospectus intended for shareholders of both entities, mailing of which commenced on or about October 14, 2026. The filing notes that the Company and NACB "may file with the SEC other relevant documents concerning the proposed transaction."

The filing checks the box indicating it is a "Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)," a designation applicable when a communication relates to a business combination subject to SEC registration requirements. The information furnished under Items 2.02 and 7.01, including Exhibits 99.1 and 99.2, is stated by the registrant to be furnished and "shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended."

What Was Disclosed

ODNB Financial Corporation's October 29, 2026 Form 8-K furnished Q3 2026 financial results for both itself and National Capital Bancorp, Inc. as exhibits, and provided an update on the status of their pending merger, including the effective date of the related Form S-4 registration statement.