National Cap Bancorp Inc. · OTC:NACB
National Cap Bancorp — National Capital Bancorp — Merger or Acquisition (June 2026)
16 slides from National Cap Bancorp's merger presentation, Jun 15, 2026
Slide 1: Merger of Equals Between ODNB Financial Corporation and National Capital Bancorp, Inc.
One of the Nation’s Fastest-Growing Community Banks and Washington’s Oldest Bank Join Forces MERGER OF EQUALS BETWEEN ODNB FINANCIAL CORPORATION AND NATIONAL CAPITAL BANCORP, INC. JUNE 15, 2026 1
Slide 2: Cautionary Note Regarding Forward Looking Statements
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS This presentation includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as a
Slide 3: Disclaimer
DISCLAIMER Important Additional Information and Where to Find It In connection with the proposed transaction, ODNB intends to file with the SEC a Registration Statement on Form S-4 (the “Registration Statement”) to register the shares of ODNB common stock to be issued in connection with the proposed
Slide 4: Shared Values. Built on Relationships. Honoring a Legacy.
SHARED VALUES. BUILT ON RELATIONSHIPS. HONORING A LEGACY. “By bringing together two organizations that share a commitment to high care and high accountability, we are creating a stronger, relationship-based bank that combines the strengths, values, and deep community ties of both institutions.This e
Slide 5: Transaction Rationale
TRANSACTION RATIONALE Greater Scale and Competitive Positioning(1) Exceptional Financial Metrics (2) $2.4B $1.9B $2.0B >50% $1.94 1.2% 3.4 Assets Gross Loans Deposits Est. First Full Year Est. First Full Year Est. First Full Year TBV Earnback EPS Accretion EPS ROAA Period (Years) In-Market Transacti
Slide 6: Snapshot of ODNB Financial Corporation ("ODNB")
SNAPSHOT OF ODNB FINANCIAL CORPORATION (“ODNB”) Overview of ODNB Financial Corporation Geographic Footprint o ODNB Financial Corporation is headquartered in Tysons Corner, VA and is the holding company for Old Dominion National Bank Branch (6) o Originally founded in 2007, the bank was recapitalized
Slide 7: Snapshot of National Capital Bancorp, Inc. (OTCID: NACB)
SNAPSHOT OF NATIONAL CAPITAL BANCORP, INC. (OTCID: NACB) Overview of National Capital Bancorp, Inc. Geographic Footprint o National Capital Bancorp, Inc. is headquartered in Washington, D.C. and is the holding company for The National Capital Bank of Washington Branch (4) o The bank was founded in 1
Slide 8: Attractive Market Positioning
ATTRACTIVE MARKET POSITIONING Washington, D.C. Metro Area Top 10 U.S. MSAs by Population 2026 Pop. Change 2026 o Washington, D.C. offers scale, affluence, and talent, with 6.5 million residents, ~$132k median household Rank MSA MSA Pop. 2020-2026 (%) Median HHI ($) income (highest of Top 10 MSAs) an
Slide 9: Creating the 7th Largest D.C. MSA Headquartered Bank
CREATING THE 7TH LARGEST D.C. MSA HEADQUARTERED BANK Pro Forma Deposit Market Share(5) Pro Forma Asset Ranking – D.C. MSA HQ’d Banks Branch Total Total Asset Growth Rank Institution (State) Count (1) Assets (2) Deposits (2) (1-Year) 1 Capital One Financial Corp. (VA) 58 $ 682,905,000 $ 489,053,000 +
Slide 10: Pro Forma Loan & Deposit Composition
PRO FORMA LOAN & DEPOSIT COMPOSITION ODNB NACB Pro Forma(1) Multifamily Multifamily Multifamily Non-Owner Non-Owner 8.8% 8.8% 8.8% Occupied CRE Occupied CRE 29.3% Non-Owner 29.0% Loan Composition Occupied CRE 1-4 Family 28.3% 1-4 Family 1-4 Family 25.4% $1.3B Owner- Occupied CRE 31.0% $0.5B 27.0% $1
Slide 11: Transaction Overview
TRANSACTION OVERVIEW o Holding Company: ▪ NACB merges into ODNB, with ODNB surviving as the bank holding company Structure ▪ At closing, ODNB will change its name to National Capital Bancorp, Inc. o Bank Merger: Old Dominion National Bank merges into The National Capital Bank of Washington, with The
Slide 12: Key Transaction Assumptions
KEY TRANSACTION ASSUMPTIONS CECL o CECL reserve of $9.7 million, or 1.83% of total loans (no double count with credit marks) o AFS securities portfolio write-down of $7.5 million, no impact to equity at close, accreted over 5 years sum-of-the-years-digits Investment Securities o HTM securities portf
Slide 13: Estimated Pro Forma Financial Metrics
ESTIMATED PRO FORMA FINANCIAL METRICS(1) Pro Forma Financial Impact to ODNB Pro Forma Capital at Close EPS Accretion (2027) 53% Tangible Common Equity Ratio (Hold. Co.) 7.9% IRR 20.0% Leverage Ratio (Bank) 10.6% TBV Earnback Period(2) 3.4 Years CET-1 Ratio (Bank) 12.7% TBV Dilution 15.1% Total RBC R
Slide 14: Comprehensive Due Diligence Process
COMPREHENSIVE DUE DILIGENCE PROCESS ✓ Leveraged historical M&A experience from prior institutions to guide and inform the diligence process ✓ Conducted comprehensive reviews across key functional areas for both institutions ✓ Performed reciprocal due diligence by both management teams to evaluate ea
Slide 15: Combination Is Beneficial to All Stakeholders
COMBINATION IS BENEFICIAL TO ALL STAKEHOLDERS Shareholder Value Customer Benefits o Significant earnings accretion and limited TBV earnback period o Expands product capabilities across a broader platform o Enhances long-term earnings power through greater scale, improved o Increases capacity to supp
Slide 16: Investment Thesis and Transaction Summary
INVESTMENT THESIS AND TRANSACTION SUMMARY Key Transaction Drivers Transaction Summary Partnership of o Significant EPS accretion drives meaningful improvement in net income, profitability Complementary metrics, and dividend capacity Community Banks o Combines two banks with attractive non-interest b
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