Capital Bancorp to Combine With Peoples Bancorp, Filing Shows

What happened

Capital Bancorp, Inc. (ticker CBNK) disclosed in a Securities and Exchange Commission filing on September 30, 2026 that it has agreed to combine with Peoples Bancorp. The disclosure came in a Form 425 filed by Capital Bancorp, and the filing itself is an employee email from Chief Executive Officer Edward Barry to Capital Bank employees.

The email states that upon completion of the sale, the company will continue as Peoples Bancorp. It also states that Capital Bancorp announced a separate agreement to sell its North Riverside, Illinois branch to another community bank.

According to the filing, both transactions are subject to required approvals and closing conditions. The email says the combination is expected to close in the second quarter of 2027, with conversion to Peoples systems planned for September.

About the company

Capital Bancorp, Inc. is the parent company of Capital Bank, N.A., a national commercial bank. The filing describes Capital as having deep commercial relationships in the Mid-Atlantic region and distinctive businesses with national reach.

The filing does not name the community bank buying the North Riverside branch and does not state a purchase price for either transaction.

Share price and volume

Capital Bancorp shares closed at $39.31 on the trading day of the filing, up 10.27% from the prior close of $35.65, according to the price data. Volume was 749,900 shares, about 14.2 times the average volume of 52,822.

The filing does not attribute a cause to the price or volume move, and no source provided here connects the two.

What this means

A Form 425 is filed with the SEC when a company is involved in a merger or acquisition and communicates about it before a formal registration statement is filed. It falls under Rule 425 of the Securities Act of 1933 and is deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934, which governs communications made before a shareholder vote. The filing is a way to make those communications public record. This particular one is an employee email, which is exactly the kind of communication Form 425 is designed to capture.

Because the transaction involves a stock issuance, the filing states that Peoples intends to file a Registration Statement on Form S-4, which registers the shares of Peoples common stock to be issued. That registration statement will include a joint proxy statement/prospectus, the document sent to shareholders of both companies describing the deal and asking for their votes. Until that is filed and cleared, the transaction's terms and details are not fully public. The filing states that information about participants in the proxy solicitation will be included in that document.

When a bank holding company combines with another, the transaction typically requires approval from bank regulators, such as the Federal Reserve Board and the Office of the Comptroller of the Currency. The filing lists those as closing conditions. A shareholder vote of both companies is also required. The filing does not state a per-share consideration or exchange ratio; those terms would appear in the S-4 and joint proxy statement/prospectus when filed.

The filing's forward-looking statements section lists risks that could prevent the deal from closing, including failure to obtain necessary regulatory or shareholder approvals, changes in market conditions, and integration costs. The filing states that the transaction is expected to close in the second quarter of 2027, but that is a statement of expectation, not a certainty.

The separate North Riverside branch sale is described only as an agreement to sell to another community bank. It is subject to its own approvals and conditions. The filing does not state whether it is connected to the main transaction or is a condition of it.