The Tip Desk

Peoples Bancorp to Buy Capital Bancorp in $728 Million Stock Deal

The all-stock merger is expected to lift the combined franchise to about $14 billion in assets and add nationwide specialty platforms to Peoples' community-banking model.

Peoples Bancorp Inc. (PEBK) agreed to acquire Capital Bancorp, Inc. (CBNK) in an all-stock transaction valued at approximately $728.1 million, a combination the companies said would create a more diversified financial services franchise with greater scale and an expanded Mid-Atlantic presence.

Under the merger agreement, Capital will merge with and into Peoples, and Capital Bank, N.A. will subsequently merge with Peoples Bank. 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 September 29, 2026, the aggregate value is approximately $728.1 million, or $43.75 a share. Former Capital shareholders are expected to collectively own approximately 32% of Peoples after closing. The transaction is intended to qualify as a tax-free reorganization for federal income tax purposes.

Upon completion, 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 more than 150 banking locations across eight states and Washington, D.C., in addition to nationwide specialty financial services platforms.

The combination pairs Peoples' community banking, trust and investment, insurance and specialty financing with Capital's commercial banking in Washington, D.C. and Baltimore, plus nationwide digital consumer credit, government-guaranteed lending and servicing, and residential mortgage banking. Capital, with four distinct business segments—Commercial Banking, OpenSky, Windsor Advantage and Capital Bank Home Loans—had $3.9 billion in total assets, $3.1 billion in gross loans and $3.4 billion in total deposits as of June 30, 2026. Fee-based revenue represented approximately 22% of Capital's total revenue in the second quarter of 2026, and Windsor Advantage's servicing portfolio totaled approximately $3.4 billion.

“As Peoples approached $10 billion in assets, we were deliberate and patient in pursuing the right strategic opportunity,” said Tyler Wilcox, President and Chief Executive Officer of Peoples. “We were looking for a transaction and a partner that strengthens our franchise well beyond scale alone, and Capital does exactly that.” Wilcox said Capital's commercial banking franchise deepens Peoples' presence in the Washington, D.C. and Baltimore markets, while OpenSky, Windsor Advantage and Capital Bank Home Loans add complementary nationwide businesses.

Edward F. “Ed” Barry, Chief Executive Officer of Capital, said Peoples is a strategic partner that understands the diversified model Capital built, pairing Capital's relationship-driven commercial bank and nationwide specialty businesses with Peoples' larger balance sheet, broader product capabilities and operating infrastructure.

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%. Three members of Capital's Board of Directors are expected to join the Peoples Board at or promptly following closing.

The acquisition is expected to close during the first half of 2027, subject to customary closing conditions, including regulatory approvals and the approvals of the shareholders of Peoples and Capital. Raymond James & Associates, Inc. is serving as financial advisor and Dinsmore & Shohl LLP as legal counsel to Peoples. Stephens Inc. is serving as financial advisor and Squire Patton Boggs (US) LLP as legal counsel to Capital.