Peoples Bancorp Inc. (NASDAQ: PEBO) will acquire Capital Bancorp, Inc. (NASDAQ: CBNK) in an all-stock transaction valued at $728.1 million. The merger creates a combined entity with approximately $14 billion in total assets, expanding Peoples' footprint into the Washington, D.C. and Baltimore markets.

Under the terms approved by both boards, Capital shareholders will receive 1.11 shares of Peoples common stock for each share held. Based on Peoples' 20-day volume-weighted average closing price of $39.41 per share as of September 29, 2026, the implied value is $43.75 per Capital share. Former Capital shareholders are expected to own approximately 32% of the combined company post-closing, while Peoples shareholders will hold approximately 68%.

Combined Financial Profile

The transaction combines Peoples' community banking platform with Capital's commercial banking and specialty finance businesses. The combined franchise will operate over 150 banking locations across eight states and Washington, D.C.

Note: Peoples' standalone asset figure is updated to $9.5 billion as of June 30, 2026.

Strategic Rationale and Synergies

The acquisition allows Peoples to diversify its revenue mix by integrating Capital's nationwide specialty businesses. These include OpenSky™ digital consumer credit, Windsor Advantage™ government-guaranteed lending, and Capital Bank Home Loans residential mortgage banking. Capital's fee-based revenue represented approximately 22% of its total revenue in Q2FY26, offering a complementary stream to Peoples' traditional interest income.

Tyler Wilcox, President and CEO of Peoples, stated the partnership strengthens the franchise beyond scale alone by deepening presence in attractive markets. Edward F. Barry, CEO of Capital, noted that the combination pairs their relationship-driven model with Peoples' larger balance sheet and operating infrastructure. Steven J. Schwartz, Chairman of the Board of Capital, added that the transaction delivers compelling value to shareholders through increased scale, cost savings, and share liquidity.

Legal Investigation Launched

Halper Sadeh LLC, an investor rights law firm, is investigating the merger to determine if Peoples and its board of directors violated federal securities laws or breached fiduciary duties. The investigation focuses on whether the company failed to obtain the best possible price for shareholders, conduct a fair sales process free of conflicts of interest, or disclose all material information necessary for evaluation.

The firm alleges that insiders may stand to receive substantial financial benefits not available to ordinary shareholders and that the proposed transaction may contain terms limiting superior competing offers. Halper Sadeh encourages Peoples shareholders to contact the firm to discuss their rights and options. The firm represents investors worldwide who have fallen victim to securities fraud and corporate misconduct.

Advisors and Conference Call

Raymond James & Associates, Inc. is serving as financial advisor and Dinsmore & Shohl LLP is serving as legal counsel to Peoples. Stephens Inc. is serving as financial advisor and Squire Patton Boggs (US) LLP is serving as legal counsel to Capital.

Peoples intends to conduct a facilitated conference call with analysts, members of the media and investors at 10:00 am Eastern Time on September 30, 2026. The call will feature commentary from Wilcox and Katie Bailey, Chief Financial Officer and Treasurer, followed by a question and answer period.

What the Numbers Show

The deal structure highlights a significant concentration of non-interest income potential within the acquired entity. With fee-based revenue constituting 22% of Capital's total revenue and Windsor Advantage’s servicing portfolio totaling $3.4 billion, the merger introduces a substantial recurring income component distinct from balance-sheet lending. This contrasts with the combined entity's $10 billion loan book, suggesting a strategic shift toward a more diversified revenue base that is less sensitive to interest rate fluctuations alone.

Transaction Terms and Timeline

The merger is intended to qualify as a tax-free reorganization for federal income tax purposes. Three members of Capital's Board of Directors are expected to join the Peoples Board following closing. The transaction is projected 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. Pro forma return on average tangible common equity is expected to reach approximately 20%.

Closing is anticipated during the first half of 2027, subject to regulatory approvals and shareholder votes from both companies.

Peoples Bancorp Inc. (NASDAQ: PEBO) announced it has received all necessary regulatory approvals for its merger with Citizens National Corporation (OTCPK: CZNL). This clearance allows the acquisition to proceed with Peoples as the surviving corporation.

The agreement, dated April 20, 2026, includes the merger of Peoples Bank and Citizens' wholly owned subsidiary, Citizens Bank of Kentucky, Inc. Shareholders of Citizens approved the transaction on August 6, 2026.

Merger details

Company profile

Peoples Bancorp, headquartered in Marietta, Ohio, operates as a diversified financial services holding company. As of June 30, 2026, the company reported $9.5 billion in total assets.

Key operational metrics include:

• 144 locations across six states and Washington D.C.
• 127 full-service bank branches in Ohio, Kentucky, West Virginia, Virginia, Washington D.C., and Maryland
• Membership in the Russell 3000 index of U.S. publicly traded companies

The company offers banking, trust, investment, insurance, premium financing, and equipment leasing solutions through subsidiaries including Peoples Bank, Peoples Insurance Agency, LLC, and Vantage Financial, LLC.