Peoples Bancorp is buying Capital Bancorp in an all-stock deal worth roughly $728.1 million, a transaction that will push the combined bank past $14 billion in total assets and into more than 150 branches spread across eight states and Washington, D.C. Capital Bancorp shareholders will receive 1.11 shares of Peoples stock for every share they own, valuing each Capital share at $43.75.
A Second Bank Deal in the Same Week
The announcement, detailed by TradingView, landed just two days after Peoples Bancorp said it had received all the regulatory approvals it needed for a separate, still-pending acquisition of Paintsville, Kentucky-based Citizens National Corporation, according to PR Newswire. That timing underscores how aggressively the Marietta, Ohio-based lender has been expanding this year, juggling more than one integration at once.
Marketwise, the reaction split the two stocks. Shares of Capital Bancorp, which trades under the ticker CBNK, rose 6.51% to $37.97 in pre-market trading, while Peoples Bancorp shares, under the ticker PEBO, fell 3.99% to $37.32, per the same TradingView report. The $43.75 per-share price was derived from Peoples Bancorp's 20-day volume-weighted average closing price of $39.41 as of September 29, representing a valuation of roughly 1.52 times Capital Bancorp's tangible book value, according to InsideArbitrage.
Ownership Stakes and Deal Protections
Because the transaction is structured as a fixed 1.11 exchange ratio rather than a cash payout, the effective dollar value Capital Bancorp shareholders ultimately receive will keep shifting alongside Peoples Bancorp's stock price until the deal closes, notes STL.News. Once the merger is complete, former Capital Bancorp shareholders are projected to collectively own about 32% of the combined company, according to Investing.com.
The all-stock structure is intended to qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue Code, meaning selling shareholders can defer capital gains taxes until they eventually sell their new shares, per StreetInsider.
Combining Two Very Different Balance Sheets
Ahead of the announcement, Peoples Bancorp reported $9.5 billion in total assets across 144 locations as of June 30, while Capital Bancorp held $3.9 billion in total assets, $3.1 billion in gross loans, and $3.4 billion in total deposits, per PR Newswire. Combined, the two institutions are expected to carry approximately $14 billion in assets, $10 billion in loans, and $11 billion in deposits, per TradingView's reporting.
Peoples Bancorp was founded in Marietta, Ohio, in 1902 and currently operates across six states and Washington, D.C., while Capital Bancorp traces its roots to Rockville, Maryland, building out a Mid-Atlantic footprint alongside nationwide specialized lending channels, according to InsideArbitrage. Following the parent-level merger, Capital's primary subsidiary, Capital Bank, N.A., will merge directly into Peoples Bank, Peoples Bancorp's wholly owned banking subsidiary, per a separate SEC.gov filing.
Fee Income and Executive Commentary
Capital Bancorp's commercial banking franchise deepens Peoples' presence in the Washington, D.C., and Baltimore markets, and its OpenSky, Windsor Advantage, and Capital Bank Home Loans units add complementary nationwide businesses that diversify Peoples' revenue and expand growth opportunities, TradingView reported. Windsor Advantage alone, a nationwide government-guaranteed lending and servicing platform, managed a loan servicing portfolio of approximately $3.4 billion as of June 30, according to Investing.com. Capital Bancorp derived approximately 22% of its total revenue from fee-based sources in the second quarter, per TradingView.
“Peoples sought a transaction and partner that strengthens its franchise beyond scale alone, and Capital does exactly that,” Tyler Wilcox said, according to TradingView's reporting. Capital Bancorp will appoint three directors to Peoples' board once the deal closes, and the transaction is expected to be immediately accretive to Peoples' estimated 2027 earnings 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%.
Advisors and Timeline
Raymond James & Associates, Inc. served as financial advisor and Dinsmore & Shohl LLP served as legal counsel to Peoples Bancorp, while Stephens Inc. and Squire Patton Boggs (US) LLP advised Capital Bancorp, according to PR Newswire. The acquisition is expected to close during the first half of 2027, per TradingView.
