Pending Merger Agreement |
9 Months Ended |
|---|---|
Sep. 30, 2026 | |
| Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract] | |
| Pending Merger Agreement | Note 2 - Pending Merger Agreement On September 29, 2026, the Company and Peoples Bancorp, Inc. (“Peoples”), the parent company of Peoples Bank, entered into an Agreement and Plan of Merger (the “Merger Agreement”). The Merger Agreement provides that, upon the terms and subject to conditions set forth therein, Capital will merge with and into Peoples (the “Merger”), with Peoples continuing as the surviving corporation in the Merger. The Merger Agreement has been unanimously approved by the boards of directors of Peoples and Capital. At the effective time of the Merger (the “Effective Time”), each outstanding share of the Company’s common stock, other than shares excluded under the Merger Agreement, will be converted into the right to receive 1.11 shares of Peoples’ common stock, with cash paid in lieu of fractional shares. Treatment of Equity Awards The Company has two incentive compensation plans with outstanding stock options and RSUs - the 2002 Stock Option Plan and the Amended and Restated 2017 Stock and Incentive Compensation Plan (the “Plan”). Under the Merger Agreement, at the Effective Time, outstanding Company stock options will become fully vested and be canceled in exchange for a cash payment based on the excess, if any, of the value determined using the (i) product of the Peoples’ common stock closing price and the 1.11 exchange ratio over (ii) the applicable exercise price, multiplied by the number of shares subject to the option, less applicable withholding taxes. Options for which there is no positive excess will be canceled without payment. Outstanding unvested restricted stock and restricted stock unit awards will fully vest, with performance-based conditions deemed achieved at target performance, subject to the applicable Plan’s change-in-control provisions, and will be canceled and converted into the right to receive the merger consideration, together with cash in lieu of fractional shares, less applicable withholding taxes. These merger-related acceleration and settlement provisions take effect upon consummation of the Merger, rather than upon signing the Merger Agreement. Through September 30, 2026, the Company had not recognized merger-related compensation expense or liabilities for equity awards, retention, severance or change-in-control arrangements. This statement does not refer to compensation expense recognized in the ordinary course under existing awards. Termination Provisions The Merger Agreement includes customary termination provisions, including the payment of a termination fee by the Company under certain specified circumstances. The Company may be required to pay Peoples a termination fee of $30.66 million if the Merger Agreement is terminated under specified circumstances involving alternative acquisition proposals, a change in the Company board’s recommendation, or specified breaches of the non-solicitation provisions. The fee is contingent on the applicable contractual triggering events and is not payable solely because the Merger Agreement was signed. As of September 30, 2026, no event triggering payment of the termination fee described above had occurred, and there were no merger-related claims or litigation. Transaction Costs The Company incurred $1.6 million in merger-related expense for the three and nine months ended September 30, 2026.
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