Peoples Bancorp and Capital Bancorp signed an agreement and plan of merger pursuant to which Peoples will acquire Capital in an all-stock transaction. Under the terms of the merger agreement, Capital will merge with and into Peoples, and Capital Bank will subsequently merge with and into Peoples’ wholly owned subsidiary, Peoples Bank, in a transaction valued at approximately $728.1 million.
Upon completion of the merger, the combined company is expected to have approximately $14 billion in total assets, $10 billion in total loans and $11 billion in total deposits, with over 150 banking locations across eight states and Washington, D.C., in addition to nationwide specialty financial services platforms.
The combination brings together two diversified financial services franchises with complementary business models and a shared focus on relationship banking. Peoples’ broad platform of community banking, trust and investment services, insurance and specialty financing will be complemented by Capital’s commercial banking franchise in the Washington, D.C. and Baltimore markets, as well as its nationwide businesses in digital consumer credit, government-guaranteed lending and servicing, and residential mortgage banking. Together, the companies expect to create a broader and more diversified revenue mix, additional avenues for growth and greater capacity to serve customers across the combined franchise.
“As Peoples approached $10 billion in assets, we were deliberate and patient in pursuing the right strategic opportunity,” Tyler Wilcox, president and CEO of Peoples, said. “We were looking for a transaction and a partner that strengthens our franchise well beyond scale alone, and Capital does exactly that. Its commercial banking franchise deepens our presence in the attractive Washington, D.C. and Baltimore markets, while OpenSky, Windsor Advantage and Capital Bank Home Loans add complementary nationwide businesses that further diversify our revenue and expand our growth opportunities. Just as importantly, Capital’s entrepreneurial, customer-focused culture aligns well with Peoples. We believe the combination creates a stronger platform for our customers and shareholders, and we look forward to welcoming Capital’s associates, shareholders and clients to Peoples.”
Edward F. “Ed” Barry, CEO of Capital, added, “Peoples is an excellent strategic partner for Capital because it understands and values the diversified model we built. Our combination pairs Capital’s relationship-driven commercial bank and nationwide specialty businesses with Peoples’ larger balance sheet, broader product capabilities and operating infrastructure. The combination creates meaningful opportunities to serve our customers in more ways, supporting the continued growth of our businesses and providing new opportunities for our employees. We also share a disciplined, relationship-oriented culture, which was an important consideration for us.”
Steven J. Schwartz, chairman of the board of Capital, commented, “The Capital board is very fortunate to have an elite group of executives managing and growing the bank. We greatly appreciate their efforts over the years. We believe the merger with Peoples will give the Capital team the added scale and financial resources to continue serving our customers in a first-rate fashion with expanded product offerings and greater capacity. In addition, the transaction delivers compelling value to Capital’s shareholders and positions their investment to benefit from integrating Peoples’ various lines of business, the cost savings achieved through increased size, and the increased liquidity in their shares. Everyone should welcome this incredible opportunity to partner with such a successful enterprise.”
According to the terms of the merger agreement, which has been unanimously approved by the boards of directors of both companies, shareholders of Capital will receive 1.11 shares of Peoples common stock for each share of Capital common stock. Based on Peoples’ 20-day volume-weighted average closing price of $39.41 per share as of Sept. 29, 2026, the aggregate transaction value is approximately $728.1 million, or $43.75 per share. Former Capital shareholders are expected to collectively own approximately 32% of Peoples following completion of the merger. The transaction is intended to qualify as a tax-free reorganization for federal income tax purposes.
The transaction is expected 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 and a pro forma return on average tangible common equity of approximately 20%. Pursuant to the merger agreement, three members of Capital’s board of directors are expected to join the Peoples board at or promptly following closing, subject to Peoples’ standard corporate governance practices and director evaluation process.
The acquisition is expected to close in H1/27, subject to the satisfaction of customary closing conditions, including regulatory approvals and the approvals of the shareholders of Peoples and Capital.
Raymond James & Associates is serving as financial advisor and Dinsmore & Shohl is serving as legal counsel to Peoples. Stephens is serving as financial advisor and Squire Patton Boggs (U.S.) is serving as legal counsel to Capital.
