As filed with the Securities and Exchange Commission on July 31, 2026.

Registration No. 333-      ​

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-4
REGISTRATION STATEMENT

UNDER
THE SECURITIES ACT OF 1933

ODNB FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)

8607 Westwood Center Drive, Suite 440
Tysons Corner, Virginia 22182
(571) 299-6942

(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)​

Mark S. Merrill
Chairman and Chief Executive Officer
ODNB Financial Corporation
8607 Westwood Center Drive, Suite 440
Tysons Corner, Virginia 22182
(571) 299-6942

(Name, address, including zip code, and telephone number,
including area code, of agent for service)​

Copies to:

Approximate date of commencement of proposed sale of the securities to the public:   From time to time after the effective date of this registration statement.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.   ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.   ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)   ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)   ☐

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SAID SECTION 8(a) MAY DETERMINE.

The information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This joint proxy statement/prospectus does not constitute an offer to sell these securities, nor a solicitation of any offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale is not permitted.

PRELIMINARY — SUBJECT TO COMPLETION — DATED July 31, 2026

PROPOSED MERGER — YOUR VOTE IS VERY IMPORTANT

Dear Shareholders:

The boards of directors of ODNB Financial Corporation (“ODNB”) and National Capital Bancorp, Inc. (“NACB”) have approved a strategic merger in which NACB will merge with and into ODNB, with ODNB being the surviving company in the merger. Immediately following the completion of the merger, Old Dominion National Bank, a national bank and wholly-owned subsidiary of ODNB (“ODNBank”), will merge with and into The National Capital Bank of Washington, a national bank and wholly-owned subsidiary of NACB (“NCBank”), with NCBank being the surviving bank. Promptly following the effective time of the merger, ODNB Financial Corporation will be renamed “National Capital Bancorp, Inc.” and The National Capital Bank of Washington will remain the name of the surviving bank. Following the merger, the combined company is expected to have approximately $2.4 billion in assets, $2.0 billion in deposits, and $1.8 billion in gross loans. The combined holding company’s shares are expected to be listed on the Nasdaq Capital Market under the ticker symbol “NACB.” We are sending you this document to ask you, as an ODNB and/or NACB shareholder, to approve the merger and related matters at special meetings of shareholders of ODNB and NACB.

In the merger, each share of NACB common stock will be converted into the right to receive either: (i) $83.00 per share in cash (the “cash consideration”); or (ii) 5.2390 shares of ODNB common stock (the “stock consideration” and in each case, without interest, the “merger consideration”), with cash paid in lieu of any fractional shares of ODNB common stock. If you are an NACB shareholder, you will have the opportunity to elect the form of consideration to be received for each share of NACB common stock, subject to allocation and proration procedures set forth in the merger agreement and described in this joint proxy statement/prospectus. Each holder of NACB common stock may elect to receive: (i) cash consideration for all shares of NACB common stock owned by such holder; (ii) stock consideration for all shares of NACB common stock owned by such holder; or (iii) 10% cash consideration and 90% stock consideration for all shares of NACB common stock owned by such holder. The allocation and proration procedures are intended to ensure that the total number of shares of NACB common stock entitled to cash consideration will be equal to no more than 10% of the total number of shares of NACB common stock issued and outstanding immediately prior to the effective time (including the shares of NACB common stock to be cancelled pursuant to the merger agreement, shares subject to NACB restricted stock awards and dissenting shares). If you are an NACB shareholder, the form of the merger consideration you ultimately receive will depend upon your election, the elections of other NACB shareholders, and the allocation and proration procedures.

The stock consideration and cash consideration are fixed and will not be adjusted to reflect any price fluctuations prior to completion of the merger. As a result, at the time of the special meetings, ODNB shareholders and NACB shareholders will not know the exact market value of the stock consideration to be paid when the merger is completed. Based on ODNB’s issuance price of $16.24 per share (the implied valuation for ODNB’s common stock at March 31, 2026), the stock consideration represented approximately $85.08 in value for each share of NACB common stock, and assuming 90% of the merger consideration is paid in shares of ODNB common stock, the stock consideration and the cash consideration represented approximately $97.8 million in value in the aggregate. We urge you to obtain current market quotations for NACB’s common stock (trading symbol “NACB”), which is quoted on the OTC Markets Group OTCID marketplace.

Based on the current number of shares of NACB common stock outstanding and assuming 90% of the merger consideration is paid in shares of ODNB common stock and 10% of the merger consideration is paid in cash, ODNB expects to issue 5,433,625 shares of common stock in the aggregate upon completion of the merger, which based on the current number of shares of ODNB common stock outstanding would result in current ODNB shareholders owning approximately 67.8% of the combined company’s common stock after the merger, and current NACB shareholders owning approximately 32.2% of the combined company’s common stock after the merger, in each case based upon the outcome of the consideration election process.

ODNB and NACB will each hold a special meeting at which their respective shareholders will be asked to vote to approve the agreement and plan of reorganization and the related plan of merger (the “merger agreement”), and related matters as described in the accompanying joint proxy statement/prospectus. Approval of the merger agreement requires the affirmative vote by the holders of a majority of the outstanding shares of ODNB common stock, and the affirmative vote by the holders of a majority of the outstanding shares of NACB common stock, in each case entitled to vote on the merger agreement. ODNB shareholders will also be asked to approve a proposal to amend and restate the articles of incorporation of ODNB to change the company’s name to “National Capital Bancorp, Inc.” and to amend and restate the section governing the size and composition of the board of directors. Your vote is very important!

Whether or not you plan to attend the ODNB special meeting or the NACB special meeting, it is important that your shares be represented at the meeting and your vote be recorded. Please take the time to vote by completing, signing, dating and returning the enclosed proxy card or by voting via the Internet or telephone using the instructions on the proxy card.

The boards of directors of ODNB and NACB unanimously recommend that you vote “FOR” approval of the merger agreement and “FOR” each of the other matters to be considered at each meeting of shareholders.

This joint proxy statement/prospectus describes the shareholder meetings, the merger, the documents related to the merger, and other related matters. Please carefully read this joint proxy statement/prospectus, including the information in the “Risk Factors” section beginning on page 40.

Thank you for your support.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in connection with the merger or determined if this joint proxy statement/​prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

The securities to be issued in the merger are not savings or deposit accounts or other obligations of any bank or non-bank subsidiary of either ODNB or NACB, and they are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

This joint proxy statement/prospectus is dated [     ], 2026 and is first being mailed to shareholders of ODNB and NACB on or about [     ], 2026.

 

ODNB FINANCIAL CORPORATION

8607 Westwood Center Drive, Suite 440
Tysons Corner, Virginia 22182

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To be held on [           ], 2026

On June 15, 2026, ODNB Financial Corporation (“ODNB”) and National Capital Bancorp, Inc. (“NACB”) entered into an Agreement and Plan of Merger and accompanying Plan of Merger (as may be amended, modified or supplemented from time to time in accordance with its terms, the “merger agreement”), a copy of which is attached as Annex A to the accompanying joint proxy statement/prospectus.

A special meeting of the shareholders of ODNB will be held at [     ] , at [      ] Eastern Time, on [     ], 2026 to consider and vote on the following matters:

1.

a proposal to approve the Agreement and Plan of Merger and accompanying Plan of Merger, dated as of June 15, 2026, by and between ODNB and NACB, and the other transactions contemplated by the merger agreement, pursuant to which NACB will merge with and into ODNB, with ODNB being the surviving company in the merger, as more fully described in the accompanying joint proxy statement/prospectus (the “ODNB merger proposal”);

​

2.

a proposal, subject to and effective upon completion of the merger, to amend and restate the articles of incorporation of ODNB to, among other things, change the name of ODNB Financial Corporation to “National Capital Bancorp, Inc.” and amend and restate Article VI, Section B.1 of ODNB’s articles of incorporation governing the size and composition of the board of directors, effective at the effective time of the merger (the “ODNB articles amendment proposal”); and

​

3.

a proposal to adjourn or postpone the meeting, if necessary or appropriate, to permit further solicitation of proxies in the event there are not sufficient votes at the time of the meeting to approve the ODNB merger proposal or the ODNB articles amendment proposal (the “ODNB adjournment proposal”).

​

These proposals are described in greater detail in the accompanying joint proxy statement/prospectus. We urge you to read the joint proxy statement/prospectus and its annexes carefully and in their entirety. ODNB will transact no other business at the ODNB special meeting, except for business properly brought before the ODNB special meeting or any adjournment or postponement thereof.

All holders of record of ODNB common stock at the close of business on [    ], 2026 are entitled to notice of and to vote at the ODNB special meeting and any adjournments or postponements thereof.

Your vote is important! ODNB and NACB cannot complete the merger unless ODNB’s shareholders approve the ODNB merger proposal and the ODNB articles amendment proposal.

Please promptly vote by completing, signing, dating and returning the enclosed proxy card, whether or not you plan to attend the special meeting. You may also vote via the Internet or telephone by following the instructions on the proxy card. If your shares of ODNB common stock are held in “street name” by a bank,

 

 

broker or other nominee, please follow the instructions on the voting form provided by the record holder. Submitting a proxy now will not prevent you from being able to vote in person at the ODNB special meeting.

The ODNB board of directors unanimously recommends that you vote “FOR” the ODNB merger proposal, “FOR” the ODNB articles amendment proposal, and “FOR” the ODNB adjournment proposal.

By Order of the Board of Directors,

Richard D. Horn
Corporate Secretary

[           ], 2026

 

 

NATIONAL CAPITAL BANCORP, INC.
316 Pennsylvania Avenue, SE
Washington, D.C. 20003

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To be held on [        ], 2026

On June 15, 2026, ODNB Financial Corporation (“ODNB”) and National Capital Bancorp, Inc. (“NACB”) entered into an Agreement and Plan of Merger and accompanying Plan of Merger (as may be amended, modified or supplemented from time to time in accordance with its terms, the “merger agreement”), a copy of which is attached as Annex A to the accompanying joint proxy statement/prospectus.

A special meeting of the shareholders of NACB will be held at [    ] at [    ] Eastern Time, on [        ], 2026 to consider and vote on the following matters:

1.

a proposal to approve the Agreement and Plan of Merger and accompanying Plan of Merger, dated as of June 15, 2026, by and between ODNB and NACB, and the other transactions contemplated by the merger agreement, pursuant to which NACB will merge with and into ODNB, with ODNB being the surviving company in the merger, as more fully described in the accompanying joint proxy statement/prospectus (the “NACB merger proposal”); and

​

2.

a proposal to adjourn the meeting, if necessary or appropriate, to permit further solicitation of proxies in the event there are not sufficient votes at the time of the meeting to approve the NACB merger proposal (the “NACB adjournment proposal”).

​

These proposals are described in greater detail in the accompanying joint proxy statement/prospectus. We urge you to read the joint proxy statement/prospectus and its annexes carefully and in their entirety. NACB will transact no other business at the NACB special meeting, except for business properly brought before the NACB special meeting or any adjournment or postponement thereof.

All holders of record of NACB common stock at the close of business on [        ], 2026 are entitled to notice of and to vote at the special meeting and any adjournments or postponements thereof.

Your vote is important! ODNB and NACB cannot complete the merger unless NACB’s shareholders approve the NACB merger proposal.

Please promptly vote by completing, signing, dating and returning the enclosed proxy card, whether or not you plan to attend the special meeting. You may also vote via the Internet or telephone by following the instructions on the proxy card. Submitting a proxy now will not prevent you from being able to vote in person at the NACB special meeting.

The NACB board of directors unanimously recommends that you vote “FOR” the NACB merger proposal and “FOR” the NACB adjournment proposal.

By Order of the Board of Directors,

Claire Kelley
Secretary

[       ], 2026

 

 

ADDITIONAL INFORMATION

This joint proxy statement/prospectus is part of a registration statement filed by ODNB Financial Corporation (“ODNB”) with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), that registers the shares of ODNB common stock to be issued to shareholders of National Capital Bancorp, Inc. (“NACB”) in the merger. The registration statement, including the attached exhibits and schedules, contains additional relevant information about ODNB and its common stock, NACB and the combined company. The rules and regulations of the SEC allow ODNB to omit some information included in the registration statement from this joint proxy statement/prospectus.

The SEC maintains a website that contains information about issuers, like ODNB, that file electronically with the SEC. The address of that site is www.sec.gov. Following effectiveness of the registration statement of which this joint proxy statement/prospectus is a part, ODNB will become subject to the informational and reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, in accordance with those requirements, will file reports with the SEC. You will be able to inspect and obtain copies of these reports and proxy statements and other information on the SEC’s website at the address set forth above.

ODNB’s website is www.odnb.bank. ODNB will make available on its website, its annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after it electronically files such materials with, or furnishes them to, the SEC. The information on ODNB’s website is not a part of, and is not incorporated into, this joint proxy statement/prospectus. NACB’s website is www.nationalcapitalbank.bank. The information on NACB’s website is not a part of, and is not incorporated into, this joint proxy statement/prospectus.

Additional information about ODNB may be obtained by directing a request by email or mail to ODNB at shareholders@odnb.bank or, 8607 Westwood Center Drive, Suite 440, Tysons Corner, Virginia 22182, Attention: Investor Relations, and additional information about NACB may be obtained by contacting National Capital Bancorp, Inc., 316 Pennsylvania Ave., SE, Washington, D.C. 20003. To obtain timely delivery, you must request the information no later than [        ], 2026.

In addition, financial information about Old Dominion National Bank, a national bank and wholly-owned banking subsidiary of ODNB (“ODNBank”), and of The National Capital Bank of Washington, a national bank and wholly-owned banking subsidiary of NACB (“NCBank”), is available through financial reports that each files with its federal banking regulators on a quarterly basis. This information is available through the website maintained by the Federal Financial Institutions Examination Council at http://www.ffiec.gov. The information on, or that can be accessed through, the Federal Financial Institutions Examination Council’s website is not part of, and is not incorporated into, this joint proxy statement/​prospectus.

ODNB has supplied all information contained in this joint proxy statement/prospectus relating to ODNB and ODNBank, and NACB has supplied all information contained in this joint proxy statement/​prospectus relating to NACB and NCBank.

You should rely only on the information contained in this joint proxy statement/prospectus relating to the offered securities. We have not authorized anyone to provide you with different information. We are not offering to sell the securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information which appears in this joint proxy statement/prospectus is accurate as of any date other than the date of this joint proxy statement/prospectus. Our business, financial condition, results of operations and prospects may have changed since that date.

 

 

FREQUENTLY USED TERMS

This joint proxy statement/prospectus is part of a registration statement filed by ODNB with the SEC under the Securities Act that registers the shares of ODNB common stock to be issued to shareholders of NACB in the merger. The registration statement, including the attached exhibits and schedules, contains additional relevant information about ODNB and its common stock, NACB and the combined company. The rules and regulations of the SEC allow ODNB to omit some information included in the registration statement from this joint proxy statement/prospectus.

In this joint proxy statement/prospectus, except as otherwise indicated or the context otherwise requires, references to:

•

“bank merger” refers to merger of ODNBank with and into NCBank, with NCBank as the continuing bank;

​

•

“closing” refers to the consummation of the merger in accordance with the terms of the merger agreement.

​

•

“continuing bank” refers to NCBank after the bank merger;

​

•

“continuing corporation” refers to ODNB after the merger, which will change its name to National Capital Bancorp, Inc.;

​

•

“continuing corporation board” refers to the board of directors of the continuing corporation;

​

•

“merger” refers to the merger of NACB with and into ODNB, with ODNB being the surviving company in the merger;

​

•

“merger agreement” refers to the Agreement and Plan of Merger, dated as of June 15, 2026, between ODNB and NACB, including the related Plan of Merger, a copy of which is attached as Annex A to this joint proxy statement/prospectus;

​

•

“merger proposals” refers to the ODNB merger proposal and the NACB merger proposal, together;

​

•

“NACB” refers to National Capital Bancorp, Inc.;

​

•

“NACB board” refers to the board of directors of NACB;

​

•

“NACB merger proposal” refers to NACB’s proposal to approve the merger agreement;

​

•

“NACB special meeting” refers to the special meeting of NACB shareholders;

​

•

“Nasdaq” refers to The Nasdaq Stock Market LLC, and includes the Nasdaq Capital Market.

​

•

“NCBank” refers to The National Capital Bank of Washington, a national bank and the wholly-owned banking subsidiary of NACB;

​

•

“ODNB” refers to the registrant, ODNB Financial Corporation;

​

•

“ODNB articles amendment proposal” refers to a proposal, subject to and effective upon completion of the merger, to amend and restate the articles of incorporation of ODNB to, among other things, change the name of ODNB Financial Corporation to “National Capital Bancorp, Inc.” and amend and restate Article VI, Section B.1 of ODNB’s articles of incorporation governing the size and composition of the board of directors, effective at the effective time of the merger;

​

•

“ODNB board” refers to the board of directors of ODNB;

​

•

“ODNB merger proposal” refers to ODNB’s proposal to approve the merger agreement;

​

•

“ODNB special meeting” refers to the special meeting of ODNB shareholders;

​

•

“ODNBank” refers to Old Dominion National Bank, a national bank and the wholly-owned banking subsidiary of ODNB; and

​

•

“shareholder meetings” refers to the ODNB special meeting and the NACB special meeting, together.

​

 

 

TABLE OF CONTENTS

 

i

 

 

ii

 

Annex Index

 

iii

 

QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SHAREHOLDER MEETINGS

The following questions and answers briefly address some commonly asked questions about the shareholder meetings and the merger. They do not include all of the information that is important to ODNB and NACB shareholders. We urge shareholders to read carefully this joint proxy statement/prospectus, including the annexes and other documents referred to herein, for more information on the merger proposals and the other matters to be considered at the shareholder meetings.

Q:

What is the merger?

​

A:

ODNB and NACB have entered into an Agreement and Plan of Merger, dated as of June 15, 2026, including a related Plan of Merger (together, the “merger agreement”) whereby NACB will merge with and into ODNB, with ODNB being the surviving company (the “merger”). Immediately following the completion of the merger, Old Dominion National Bank, a national bank and wholly-owned subsidiary of ODNB (“ODNBank”), will merge with and into The National Capital Bank of Washington, a national bank and wholly-owned subsidiary of NACB (“NCBank”), with NCBank being the surviving bank (the “bank merger”). Promptly following the effective time of the merger, ODNB Financial Corporation will be renamed “National Capital Bancorp, Inc.” and The National Capital Bank of Washington will remain the name of the surviving bank. The combined holding company’s shares are expected to be listed on the Nasdaq Capital Market under the ticker symbol “NACB.” See the sections entitled “The Merger” and “The Merger Agreement” beginning on pages 85 and 136, respectively, for more information about the merger. A copy of the merger agreement is attached to this joint proxy statement/prospectus as Annex A.

​

Q:

Why am I receiving this document?

​

A:

You are receiving this document because ODNB and NACB are each holding a meeting of shareholders to vote on the proposals necessary to complete the merger. The merger cannot be completed unless, among other things:

​

•

the holders of a majority of the shares of ODNB common stock entitled to vote at ODNB’s special meeting vote in favor of the merger agreement and the merger, and in favor of the amendment and restatement of ODNB’s articles of incorporation as described in more detail in this joint proxy statement/prospectus; and

​

•

the holders of a majority of the shares of NACB common stock entitled to vote at NACB’s special meeting vote in favor of the merger agreement and the merger.

​

Each of the ODNB board of directors and the NACB board of directors has determined that the merger is in the best interest of its respective shareholders and has approved the merger agreement, and has unanimously recommended that its shareholders vote “FOR” the merger proposals.

Q:

What is this document?

​

A:

This document is a joint proxy statement/prospectus. It is a joint proxy statement because it is being used by the boards of directors of both ODNB and NACB to solicit proxies from their respective shareholders in connection with the shareholder meetings. This document also serves as a prospectus with respect to the shares of ODNB common stock to be issued by ODNB to NACB shareholders as part of the merger consideration. ODNB has filed a Registration Statement on Form S-4 with the SEC to register the shares of ODNB common stock to be issued to NACB shareholders in connection with the merger. This joint proxy statement/prospectus constitutes the prospectus that is part of that Registration Statement. You should read this entire document carefully, including the annexes, before voting.

​

The enclosed materials allow you to vote your shares without attending your respective shareholder meeting. Your vote is important. We encourage you to submit your proxy or vote your shares as soon as possible.

 

1

 

Q:

Why do ODNB and NACB want to merge?

​

A:

ODNB and NACB are merging to create a top tier community bank headquartered in Washington, D.C. with ten branches across Washington, D.C., Virginia, Maryland, Pennsylvania and Florida, with enhanced abilities to serve customers by providing the products, technology and convenience of a larger bank, while maintaining a community bank customer experience. In addition, shareholders of the combined company are expected to benefit from greater liquidity by owning stock in a public company that is anticipated to be listed on Nasdaq.

​

Each of the ODNB board of directors and the NACB board of directors has determined that the merger is in the best interest of its respective shareholders and has unanimously recommended that its shareholders vote for their respective proposals to approve the merger. You should review the reasons for the merger described in greater detail in the sections entitled “The Merger — ODNB’s Reasons for the Merger; Recommendation of ODNB’s Board of Directors” and “The Merger — NACB’s Reasons for the Merger; Recommendation of NACB’s Board of Directors.”

Q:

What will NACB shareholders receive in the merger?

​

A:

Subject to the terms and conditions of the merger agreement, each share of NACB common stock issued and outstanding immediately prior to the time the merger is completed (the “effective time”), except for certain shares of NACB common stock owned by ODNB or NACB, will cease to be outstanding and will be converted automatically into the right to receive the merger consideration.

​

In the merger, each share of NACB common stock will be converted into the right to receive, without interest and subject to allocation and proration, either:

•

$83.00 per share in cash (the “cash consideration”); or

​

•

5.2390 shares of ODNB common stock (the “stock consideration”).

​

NACB shareholders will have the opportunity to elect to receive the merger consideration: (a) in cash, (b) in shares of ODNB common stock, or (c) a mixture of 90% in shares of ODNB common stock and 10% in cash, subject to the allocation and proration procedures set forth in the merger agreement and described in this joint proxy statement/prospectus.

The allocation and proration procedures are intended to ensure that the total number of shares of NACB common stock entitled to cash consideration will be equal to no more than 10%) of the total number of shares of NACB common stock issued and outstanding immediately prior to the effective time (including the shares of NACB common stock to be cancelled pursuant to the merger agreement, shares subject to NACB restricted stock awards and dissenting shares) (the “maximum cash conversion number”). Notwithstanding the proration mechanism, the shares held by holders of 100 or fewer shares of NACB common stock who have elected solely the cash consideration shall not be subject to the proration mechanism to the extent that all such shares are less than the maximum number of shares entitled to cash consideration. Additionally, the maximum number of shares of NACB common stock for which any holder may elect cash consideration will be 12,048 shares (the “maximum cash shares per holder”), and any shares for which cash consideration was elected in excess of the maximum cash shares per holder will be deemed to be shares for which stock consideration was elected. Because of the allocation and proration procedures, the actual allocation of cash consideration and stock consideration that an NACB shareholder will receive will depend on the elections of other NACB shareholders and may be different from that shareholder’s elections. For more information, see the sections entitled “The Merger Agreement — Merger Consideration,” “The Merger Agreement — Merger Consideration — Cash Election; Stock Election; Non-Election Shares,” and “The Merger Agreement — Merger Consideration — Proration.”

ODNB will not issue fractional shares of its common stock in the merger. NACB shareholders who would otherwise be entitled to receive a fractional share of ODNB common stock will instead receive a cash payment equal to the value of such fractional share based on $16.24 per share of ODNB common stock, without interest.

 

2

 

The stock consideration exchange ratio of 5.2390 shares of ODNB common stock is fixed and will not be adjusted to reflect stock price changes prior to the effective time.

ODNB shareholders will continue to own their existing shares of ODNB common stock, which will not be affected by the merger.

Q:

Will the value of the stock consideration change between the date of this joint proxy statement/prospectus and the effective time?

​

A:

Yes. Although the stock consideration exchange ratio is fixed, the market value of the stock consideration will fluctuate based on the market value of ODNB common stock. Any change in the market price of ODNB common stock after the date of this joint proxy statement/prospectus will change the value of the shares of ODNB common stock that NACB shareholders will receive in the merger. The cash consideration of $83.00 per share is fixed and will not change based on changes in the market price of either company’s stock. There is no guarantee that the market value of ODNB common stock on the date NACB shareholders receive their shares in exchange for NACB shares will equal or exceed the market value of ODNB common stock on the date of this joint proxy statement/prospectus or on the date of the NACB shareholder meeting.

​

Q:

If I am an NACB shareholder, how do I elect the form of merger consideration that I prefer?

​

A:

If you are an NACB shareholder, you will be sent a form of election (the “election form”) and instructions for completing and returning the election form. You may elect to receive the stock consideration, the cash consideration, or the mixed consideration with respect to your NACB shares. As noted above, elections for cash and mixed consideration are subject to proration if they exceed the applicable caps. To make a valid election, you must complete and submit the election form in accordance with the instructions provided, so that the election form is received by the election deadline.

​

If you hold your shares of NACB common stock in “street name” through a broker or other nominee, such as a bank or custodian, your broker or nominee will separately provide instructions for making your election with respect to such shares.

Q:

When do the companies expect to complete the merger and the bank merger?

​

A:

ODNB and NACB expect to complete the merger and the bank merger in the fourth quarter of 2026. However, there can be no assurance of when or if the merger and the bank merger will be completed. ODNB and NACB first must obtain the approval of their respective shareholders, as well as obtain necessary regulatory approvals and satisfy certain other closing conditions. If the merger is not completed on or before June 15, 2027 (12 months after the date of the merger agreement), either ODNB or NACB may terminate the merger agreement, subject to the terms and conditions set forth therein. For more information, see the section entitled “The Merger Agreement — Conditions to Complete the Merger.”

​

Q:

When and where are the shareholder meetings?

​

A:

ODNB:   The ODNB special meeting of shareholders is scheduled to take place on [           ], 2026, at [           ] Eastern Time, at [           ].

​

NACB:   The NACB special meeting of shareholders is scheduled to take place on [           ], 2026, at [           ] Eastern Time, at [           ].

Q:

Who can vote at the shareholder meetings?

​

A:

ODNB:   Holders of record of ODNB common stock at the close of business on [           ], 2026, which is the date that the ODNB board of directors has fixed as the record date for the ODNB special meeting, are entitled to vote at the ODNB special meeting.

​

NACB:   Holders of record of NACB common stock at the close of business on [           ], 2026, which is the date that the NACB board of directors has fixed as the record date for the NACB special meeting, are entitled to vote at the NACB special meeting.

 

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Q:

What if I hold shares in both ODNB and NACB?

​

A:

If you are both an ODNB shareholder and an NACB shareholder, you will receive two separate packages of proxy materials. A vote cast as an ODNB shareholder will not count as a vote cast as an NACB shareholder, and a vote cast as an NACB shareholder will not count as a vote cast as an ODNB shareholder. Please separately complete, sign and return a proxy card or vote your shares by following the instructions for telephone or internet voting for each of your ODNB and NACB shares.

​

Q:

What am I being asked to vote on?

​

A:

ODNB special meeting.   ODNB shareholders are being asked to vote on the following:

​

•

a proposal to approve the merger agreement, a copy of which is attached as Annex A, and the transactions contemplated thereby (the “ODNB merger proposal”);

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•

a proposal, subject to and effective upon completion of the merger, to amend and restate the articles of incorporation of ODNB to, among other things, change the name of ODNB Financial Corporation to “National Capital Bancorp, Inc.” and amend and restate Article VI, Section B.1 of ODNB’s articles of incorporation governing the size and composition of the board of directors, effective at the effective time of the merger (the “ODNB articles amendment proposal”); and

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•

a proposal to adjourn the meeting, if necessary or appropriate, to permit further solicitation of proxies in the event there are not sufficient votes at the time of the meeting to approve the ODNB merger proposal or the ODNB articles amendment proposal (the “ODNB adjournment proposal”).

​

Shareholder approval of the ODNB merger proposal and the ODNB articles amendment proposal is required to complete the merger (“requisite ODNB vote”). ODNB will transact no other business at the ODNB special meeting, except for business properly brought before the ODNB special meeting or any adjournment or postponement thereof.

NACB special meeting.   NACB shareholders are being asked to vote on the following:

•

a proposal to approve the merger agreement, a copy of which is attached as Annex A, and the transactions contemplated thereby (the “NACB merger proposal”); and

​

•

a proposal to adjourn the meeting, if necessary or appropriate, to permit further solicitation of proxies in the event there are not sufficient votes at the time of the meeting to approve the NACB merger proposal (the “NACB adjournment proposal”).

​

Shareholder approval of the NACB merger proposal is required to complete the merger (“requisite NACB vote”). NACB will transact no other business at the NACB special meeting, except for business properly brought before the NACB special meeting or any adjournment or postponement thereof.

Q:

How does the ODNB board of directors recommend that ODNB shareholders vote at the ODNB special meeting?

​

A:

The ODNB board of directors unanimously recommends that ODNB shareholders vote “FOR” the ODNB merger proposal, “FOR” the ODNB articles amendment proposal, and “FOR” the ODNB adjournment proposal.

​

Q:

How does the NACB board of directors recommend that NACB shareholders vote at the NACB special meeting?

​

A:

The NACB board of directors unanimously recommends that NACB shareholders vote “FOR” the NACB merger proposal and “FOR” the NACB adjournment proposal.

​

Q:

Are there any voting agreements with existing shareholders?

​

A:

Yes. In connection with entering into the merger agreement, each of the directors of ODNB and NACB, in their capacities as shareholders of ODNB and NACB, respectively, entered into voting and support agreements with ODNB and/or NACB, as applicable, related to the merger (the “support

​

 

4

 

agreements”). Pursuant to the support agreements, each director agreed to vote all shares of ODNB common stock or NACB common stock, as applicable, over which they have sole power of voting and disposition in favor of the merger and certain related matters and against alternative transactions, subject to the terms and conditions of the applicable voting and support agreement. As of the applicable record dates, shares constituting [    ]% of the ODNB common stock entitled to vote at the ODNB special meeting, and shares constituting [    ]% of the NACB common stock entitled to vote at the NACB special meeting, are subject to the support agreements. For more information, see the section entitled “— Voting and Support Agreements”.

Q:

What do I need to do now?

​

A:

After you have carefully read this joint proxy statement/prospectus and have decided how you wish to vote your shares, please vote your shares promptly so that your shares are represented and voted at the ODNB special meeting or NACB special meeting, as applicable. If you hold your shares in your name as a shareholder of record, please complete, sign, and return your proxy card in the enclosed postage-paid return envelope, or follow the telephone or Internet voting procedures described on the proxy card, as soon as possible. If you hold your shares in “street name” through a broker or other nominee, such as a bank or custodian, you must direct your broker or nominee how to vote in accordance with the instructions you have received from your broker or nominee. You may also cast your vote in person at the ODNB special meeting or NACB special meeting, as applicable. “Street name” shareholders who wish to vote in person at the ODNB special meeting or NACB special meeting, as applicable, will need to obtain a legal proxy form from the broker or nominee that holds their shares.

​

If you are an NACB shareholder, you will also receive a separate mailing that will allow you to make an election to receive the merger consideration as stock consideration, cash consideration or a mixture thereof, or to indicate that you have no preference. To make a valid election, this election form must be returned separately no later than the deadline stated in the election materials.

Q:

How do I vote?

​

A:

If you are a shareholder of record of ODNB as of the ODNB record date or a shareholder of record of NACB as of the NACB record date, you may submit your proxy and vote your shares before your respective company’s special meeting of shareholders in one of the following ways:

​

•

completing, signing and returning the enclosed proxy card and returning it in the postage-paid envelope provided;

​

•

calling the toll-free number specified on your proxy card and following the instructions, using the control number provided on your proxy card; or

​

•

accessing the website specified on your proxy card and following the instructions, using the control number provided on your proxy card.

​

If your shares are held in “street name” through a bank, broker, or other nominee, you should follow the instructions provided by your bank, broker, or nominee to vote your shares.

Q:

Can I attend the shareholder meeting and vote my shares in person?

​

A:

All shareholders of ODNB and NACB, including shareholders of record and shareholders who hold their shares in “street name” through a broker or other nominee, are invited to attend their respective shareholders meeting. Holders of record of ODNB common stock and holders of record of NACB common stock can vote in person at the ODNB special meeting or NACB special meeting, respectively. If you are not a shareholder of record, you must obtain a legal proxy, executed in your favor, from the record holder of your shares, such as your broker or nominee, to be able to vote in person at the appropriate shareholders meeting. If you plan to attend your shareholders meeting, you must hold your shares in your own name or have a letter from the record holder (e.g., your broker or other nominee) of your shares confirming your ownership.

​

 

5

 

Q:

What constitutes a quorum for the shareholder meetings?

​

A:

ODNB:   The presence at the ODNB special meeting, in person or by proxy, of ODNB shareholders representing a majority of the shares of ODNB common stock outstanding as of the record date will constitute a quorum for all purposes at the ODNB special meeting. All shares of ODNB common stock the holders of which are present in person, or that are represented by proxy, including shares for which the holder elects to abstain or withhold the proxies’ authority to vote on a matter, if any, will be counted as present for purposes of determining the presence or absence of a quorum for all matters voted on at the ODNB special meeting. Shares held in “street name” will not be counted for purposes of determining the presence of a quorum unless the broker or nominee has been instructed to vote on at least one of the proposals at the ODNB special meeting.

​

NACB:   The presence at the NACB special meeting, in person or by proxy, of NACB shareholders representing a majority of the shares of NACB common stock outstanding and entitled to vote as of the record date will constitute a quorum for all purposes at the NACB special meeting. All shares of NACB common stock the holders of which are present in person, or that are represented by proxy, including abstentions, if any, will be counted as present for purposes of determining the presence or absence of a quorum for all matters voted on at the NACB special meeting. Shares held in “street name” will not be counted for purposes of determining the presence of a quorum unless the broker or nominee has been instructed to vote on at least one of the proposals at the NACB special meeting.

Q:

What is the vote required to approve each proposal at the ODNB special meeting?

​

A:

Approval of the ODNB merger proposal requires the affirmative vote of a majority of the outstanding shares of ODNB common stock entitled to vote on the proposal.

​

Approval of the ODNB articles amendment proposal requires the affirmative vote of a majority of the outstanding shares of ODNB common stock entitled to vote on the proposal.

Approval of the ODNB adjournment proposal requires the affirmative vote of a majority of the votes cast at the ODNB special meeting, whether or not a quorum is present.

Effect of abstentions, broker non-votes and votes withheld.   Failures to vote, abstentions and broker non-votes will not count as votes cast, will have the same effect as votes against the ODNB merger proposal and the ODNB articles amendment proposal, and will have no effect on the ODNB adjournment proposal.

Q:

What is the vote required to approve each proposal at the NACB special meeting?

​

A:

Approval of the NACB merger proposal requires the affirmative vote of a majority of the outstanding shares of NACB common stock entitled to vote on the proposal.

​

Approval of the NACB adjournment proposal requires the affirmative vote of a majority of the votes cast at the NACB special meeting, whether or not a quorum is present.

Effect of abstentions and broker non-votes.   Failures to vote, abstentions and broker non-votes will not count as votes cast, will have the same effect as votes against the NACB merger proposal, and will have no effect on the NACB adjournment proposal.

Q:

Why is my vote important?

​

A:

If you do not submit a proxy or vote in person, it may be more difficult for ODNB or NACB to obtain the necessary quorum to hold their respective shareholder meetings. In addition, your failure to submit a proxy or vote in person, failure to instruct your broker or nominee how to vote, or abstention will have the same effect as a vote against approval of the applicable merger proposal or, if you are an ODNB shareholder, against the ODNB articles amendment proposal. The ODNB merger proposal and the ODNB articles amendment proposal must be approved by the affirmative vote of a majority of ODNB’s outstanding shares entitled to vote on the proposal, and the NACB merger proposal must be approved by the affirmative vote of a majority of NACB’s outstanding shares entitled to vote on the proposal.

​

 

6

 

Q:

If my shares are held in “street name,” will my broker or nominee automatically vote my shares for me?

​

A:

No. If your shares are held in “street name,” you must provide your broker or nominee with instructions on how to vote your shares. Please follow the materials provided to you by your broker or nominee and instruct your broker or nominee how to vote your shares as promptly as possible. Please note that you may not vote any shares held in street name by returning a proxy card directly to ODNB or NACB or by voting in person at your respective company’s shareholders meeting, except that you may vote in person at the applicable shareholders meeting if you obtain a legal proxy from your broker or nominee.

​

Q:

What will happen if I return my proxy card without indicating how to vote?

​

A:

If you complete, sign and return your proxy card without indicating how to vote on any particular proposal, the ODNB common stock represented by your proxy will be voted as recommended by the ODNB board of directors with respect to each ODNB proposal, and the NACB common stock represented by your proxy will be voted as recommended by the NACB board of directors with respect to each NACB proposal, as applicable.

​

Q:

What are the U.S. federal income tax consequences of the merger to NACB shareholders?

​

A:

The merger will qualify as a tax-free “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (“Code”). Accordingly, holders of NACB common stock generally will not recognize any gain or loss for U.S. federal income tax purposes on the exchange of NACB common stock solely for ODNB common stock in the merger. A holder of NACB common stock who receives a combination of cash and ODNB common stock will generally not recognize any loss but will recognize gain, if any, in an amount equal to the lesser of (1) the excess, if any, of the sum of the cash received and the fair market value of the shares of ODNB common stock received pursuant to the merger over that shareholder’s adjusted tax basis in the shares of NACB common stock surrendered by that shareholder, or (2) the amount of cash received by that shareholder in exchange for their shares of NACB common stock pursuant to the merger. A holder of NACB common stock who receives solely cash pursuant to the merger or who receives solely cash pursuant to a valid election of such holder’s appraisal rights will recognize gain or loss on the exchange in an amount equal to the difference between the cash received and that shareholder’s adjusted basis in the shares of NACB common stock exchanged therefor. For further information, see the section entitled “Material U.S. Federal Income Tax Consequences.”

​

The U.S. federal income tax consequences described above may not apply to all holders of NACB common stock. Your tax consequences will depend on your individual situation. Accordingly, we strongly urge you to consult your own tax advisor to determine the particular tax consequences of the merger to you.

Q:

Are NACB shareholders entitled to dissenters’ or appraisal rights?

​

A:

Yes. NACB shareholders who do not vote in favor of the NACB merger proposal and who otherwise comply with the applicable requirements of the MCL are entitled to appraisal rights with respect to their shares of NACB common stock in connection with the merger. For more information see the section entitled “The Merger — Appraisal or Dissenters’ Rights in the Merger.”

​

Q:

Are ODNB shareholders entitled to appraisal rights?

​

A:

No. ODNB shareholders are not entitled to appraisal rights in connection with the merger under the VSCA or otherwise. For more information, see the section entitled “The Merger — Appraisal or Dissenters’ Rights in the Merger” beginning on page 133.

​

Q:

If I am an NACB shareholder, should I send in my NACB stock certificates now?

​

A:

No. Please do not send in your NACB stock certificates now or with your proxy card. If the merger is completed, the exchange agent, [           ], will send you instructions for exchanging your NACB stock certificates for the merger consideration. You should wait until you receive these transmittal materials and instructions before sending in your NACB stock certificates or any other documentation

​

 

7

 

relating to your NACB shares. The process for exchanging certificated and book-entry NACB shares will be described in the transmittal materials.

Q:

What happens if I sell my shares of ODNB common stock or NACB common stock after the applicable record date but before the ODNB special meeting or the NACB special meeting, as applicable?

​

A:

Each of the ODNB and NACB record dates is earlier than the date of the ODNB special meeting and the NACB special meeting, as applicable, and earlier than the date that the merger is expected to be completed. If you sell or otherwise transfer your shares of ODNB common stock or NACB common stock, as applicable, after the applicable record date but before the date of the applicable special meeting, you will retain your right to vote at such special meeting (provided that such shares remain outstanding on the date of such special meeting), but, with respect to the NACB common stock, you will not have the right to receive the merger consideration to be received by NACB shareholders in connection with the merger. To receive the merger consideration, you must hold your shares of NACB common stock through the effective time.

​

Q:

Are there risks involved in undertaking the merger?

​

A:

Yes. You should read and carefully consider the risk factors set forth in the section title “Risk Factors” beginning on page 40.

​

Q:

What happens if the merger is not completed?

​

A:

If the merger is not completed, holders of NACB common stock will retain their NACB common stock and will not receive any consideration for their shares in connection with the merger. Instead, each of ODNB and NACB would remain an independent company.

​

Q:

Who may solicit proxies on behalf of ODNB or NACB?

​

A:

ODNB:   In addition to the solicitation of proxies by mail, proxies may also be solicited by ODNB’s directors and employees personally and by telephone, facsimile, or other means.

​

NACB:   In addition to the solicitation of proxies by mail, proxies may also be solicited by NACB’s directors and employees personally and by telephone, facsimile, or other means.

Q:

Who should I contact if I have questions about the proxy materials or voting?

​

A:

If you are an ODNB shareholder and have any questions about the proxy materials, if you need assistance submitting your proxy or voting your shares, or need additional copies of this joint proxy statement/prospectus or the enclosed proxy card, you should contact ODNB by email or mail at shareholders@odnb.bank or, 8607 Westwood Center Drive, Suite 440, Tysons Corner, VA 22182, Attention: Investor Relations.

​

If you are an NACB shareholder and have any questions about the proxy materials, if you need assistance submitting your proxy or voting your shares, or need additional copies of this joint proxy statement/prospectus or the enclosed proxy card, you should contact NACB’s corporate secretary, Claire Kelley, at 316 Pennsylvania Ave., SE, Washington, D.C. 20003 or (202) 546-8000.

If your shares are held in “street name” by a broker or nominee, you should call your broker or nominee for additional information.

 

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UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL INFORMATION RELATING TO THE MERGER

The unaudited pro forma combined condensed consolidated financial information has been prepared using the acquisition method of accounting under the provisions of the Financial Accounting Standards Board Accounting Standards Codification 805, “Business Combinations”, giving effect to the proposed merger of NACB with and into ODNB, with ODNB as the continuing corporation. Under this method, NACB assets, and liabilities as of the date of the acquisition will be recorded at their respective fair values and added to those of ODNB. Any difference between the purchase price for NACB and the fair value of the identifiable net assets acquired (including core deposit intangibles) will be recorded as goodwill. The goodwill resulting from the acquisition will not be amortized to expense but instead will be reviewed for impairment at least annually. Any core deposit intangible and other intangible assets with estimated useful lives to be recorded by ODNB in connection with the acquisition will be amortized to expense over such intangible asset’s estimated useful life. The financial statements of ODNB issued after the acquisition will reflect the results attributable to the acquired operations of NACB beginning on the date of completion of the acquisition.

The following unaudited pro forma condensed combined financial information and accompanying notes are based on and should be read in conjunction with the following historical financial statements and accompanying notes, which are incorporated by reference into this filing:

•

the historical unaudited consolidated financial statements of ODNB as of and for the three months ended March 31, 2026, and the historical audited consolidated financial statements of ODNB as of and for the year ended December 31, 2025 (which are included in this filing); and

​

•

The historical unaudited consolidated financial statements of NACB as of and for the three months ended March 31, 2026, and historical audited consolidated financial statements of NACB as of and for the twelve months ended December 31, 2025 (which are included in this filing).

​

The unaudited pro forma condensed combined financial information is provided for illustrative information purposes only. The unaudited pro forma condensed combined financial information is not necessarily, and should not be assumed to be, an indication of the actual results that would have been achieved had the merger been completed as of the dates indicated or that may be achieved in the future. The unaudited pro forma combined condensed financial statements have been prepared in accordance with Article 11 of Regulation S-X, Pro Forma Information, which requires the depiction of the accounting for the transaction, which we refer to as transaction accounting adjustments. Regulation S-X also allows for management adjustments that could include presentation of the reasonably estimable cost savings and revenue enhancements and other transaction effects that have occurred or are reasonably expected to occur. has elected not to present management’s adjustments and will only be presenting transaction accounting adjustments in the following unaudited pro forma condensed combined financial information.

The following unaudited pro forma combined consolidated balance sheet as of March 31, 2026, combines the unaudited consolidated balance sheet of ODNB as of March 31, 2026, with the unaudited consolidated balance sheet of NACB as of March 31, 2026, giving effect to the merger as described in this joint proxy statement/prospectus as if it had been consummated on March 31, 2026. The unaudited pro forma condensed combined statements of income for the three months ended March 31, 2026, combines the unaudited consolidated statements of income of ODNB for the three months ended March 31, 2026, with the unaudited consolidated statement of income of NACB for the three months ended March 31, 2026, giving effect to the merger as described in this joint proxy statement/prospectus as if it had been consummated on January 1, 2025. The unaudited pro forma condensed combined statements of income for the year ended December 31, 2025 combines the audited consolidated statements of income of ODNB for the year ended December 31, 2025 with the consolidated statements of income of NACB for the year ended December 31, 2025, giving effect to the merger as described in this joint proxy statement/prospectus as if it had been consummated on January 1, 2025. Certain reclassification adjustments have been made to NACB’s financial statements to conform to ODNB’s financial statement presentation.

The unaudited pro forma condensed consolidated financial statements were prepared with ODNB as the accounting acquirer and NACB as the accounting acquiree under the acquisition method of accounting. Accordingly, the consideration paid by ODNB to complete the acquisition of NACB will be allocated to

 

21

 

NACB’s assets and liabilities based upon their estimated fair values as of the date of completion of the acquisition. The allocation is dependent upon certain valuations and other studies that have not been finalized at this time; however, preliminary significant valuations based on the fair value of the acquired assets and liabilities have been estimated and included in the unaudited condensed pro forma financial statements.

The final allocation of the purchase price will be determined after the merger is completed and after completion of thorough analyses to determine the fair value of NACB’s tangible and identifiable intangible assets and liabilities as of the closing date. Increases or decreases in the estimated fair values of the net assets as compared with the information shown in the unaudited pro forma combined condensed consolidated financial information may change the amount of the purchase price allocated to goodwill and other assets and liabilities and may impact ODNB’s consolidated statements of income due to adjustments in yield and/or amortization of the adjusted assets or liabilities. Any changes to NACB’s stockholders’ equity, including results of operations from March 31, 2026, through the closing date will also change the purchase price allocation, which may include the recording of a lower or higher amount of goodwill. The final adjustments may be materially different from the transaction accounting adjustments presented herein.

The pro forma statements of income and per share data information does not include anticipated cost savings or revenue enhancements. ODNB and NACB are currently in the process of assessing the two companies’ personnel, benefits plans, premises, equipment, computer systems, and service contracts to determine where the companies may take advantage of redundancies or where it will be beneficial or necessary to convert to one system. Certain decisions arising from these assessments may involve canceling contracts between either NACB or ODNB and certain service providers. There is no assurance that the anticipated cost savings will be realized on the anticipated time schedule or at all.

The pro forma combined basic and diluted earnings per share of ODNB common stock is based on the pro forma combined net income per common share for NACB and ODNB divided by the pro forma basic or diluted common shares of the combined entities for the periods presented on such statements of income. The pro forma information includes adjustments related to the fair value of assets and liabilities of NACB and is subject to adjustment as additional information becomes available and as final merger date analyses are performed. The pro forma combined balance sheet and book value per share data includes the adjustment to reflect the accrual of one-time merger-related charges for ODNB and NACB: (a) ODNB pre-tax charges are estimated at $5.4 million ($4.7 million after-tax) and are included as a pro forma liability accrual with the after-tax cost as reduction to retained earnings, and (b) NACB pre-tax charges are estimated at $2.7 million ($2.4 million after-tax) and are included as a pro forma fair value liability accrual. The pro forma combined statement of income for the twelve months ended December 31, 2025 does include an accrual for one-time merger-related ODNB pre-tax charges of $5.4 million ($4.7 million after-tax). The pro forma combined book value per share of ODNB common stock is based on the pro forma combined common stockholders’ equity of NACB and ODNB divided by total pro forma common shares of the combined entities.

In November 2025, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2025-08, Financial Instruments — Credit Losses (Topic 326), which expand the population of acquired financial assets subject to the gross-up approach in Topic 326. Loans (excluding credit cards) acquired without credit deterioration and deemed “seasoned” are purchased seasoned loans (“PSLs”) and accounted for using the gross-up approach at acquisition. Specifically, after an entity determines that a loan is a non-purchased credit deteriorated (“PCD”) asset based on its assessment of credit deterioration experienced since origination, the entity should determine whether the loan is seasoned and, therefore, should be accounted for using the gross-up approach. All non-PCD loans (excluding credit cards) that are acquired in a business combination are deemed seasoned. This ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. The Company anticipates it would early adopt this ASU and apply this ASU in the pro forma statements.

The prospective financial information included in this section has been provided by ODNB’s and NACB’s respective senior management as described in this section. Neither Elliott Davis, PLLC (ODNB’s independent registered public accounting firm) nor Forvis Mazars, LLP (NACB’s independent auditor), nor any other independent registered public accounting firm or independent auditor, has audited, reviewed, examined, compiled or applied agreed-upon procedures with respect to the accompanying prospective

 

22

 

financial information. Accordingly, neither Elliott Davis, PLLC nor Forvis Mazars, LLP expresses an opinion or any other form of assurance with respect thereto or its achievability and assumes no responsibility for the prospective financial information and disclaims any association with the prospective financial information. The report by Elliott Davis, PLLC included in this proxy statement/prospectus relates to ODNB’s previously issued financial statements. The report by Forvis Mazars, LLP, does not extend to the prospective financial information and should not be read to do so.

The unaudited pro forma data are qualified by the statements set forth under this caption and should not be considered indicative of the market value of ODNB common stock or the actual or future results of operations of ODNB for any period. Actual results may be materially different than the pro forma information presented.

 

23

 

ODNB Financial Corporation

Unaudited Combined Pro Forma Balance Sheets as of March 31, 2026
($ In thousands, except per share data)

It is noted that the transaction accounting adjustment of 4,303,915 for shares outstanding include the reversal of National Capital Bancorp, Inc. shares of 1,152,388 plus shares issued by ODNB Financial Corporation of 5,456,303 for the proposed merger.

 

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Unaudited Pro Forma Combined Statements of Income for three months ended March 31, 2026
($ In Thousands, Except Per Share Data)

It is noted that the transaction accounting adjustment of 4,305,494 for basic and diluted weighted average shares outstanding include the reversal of National Capital Bancorp, Inc. shares of 1,150,809 plus shares issued by ODNB Financial Corporation of 5,456,303 for the proposed merger.

 

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Unaudited Pro Forma Combined Statements of Income for twelve months ended December 31, 2025
($ In Thousands, Except Per Share Data)