Peoples Bancorp Inc. (“Peoples”) (Nasdaq ticker: PEBO) and Capital Bancorp, Inc. (“Capital”) (Nasdaq ticker: CBNK) today jointly announced that they have signed a merger agreement and plan (“Merger Agreement”). Under this agreement, Peoples will acquire Capital via a wholly stock transaction. In accordance with the terms of the Merger Agreement, Capital will be merged into Peoples, and subsequently, Capital Bank, N.A will be merged into Peoples's wholly-owned subsidiary Peoples Bank. The transaction is valued at approximately $728.1 million.

After the merger is completed, the combined company is expected to have total assets of approximately $14 billion, total loans of about $10 billion, and total deposits of around $11 billion. It will operate over 150 banking branches in eight states and Washington D.C., and possess a professional financial services platform that covers the entire United States.

This merger will bring together two diversified financial services institutions, each with complementary business models that focus on relationship-based banking services. The community banking, trust and investment services, insurance, and professional financing platforms of Peoples, along with Capital's commercial banking operations in the Washington D.C. and Baltimore markets, as well as its national businesses in digital consumer credit, government-backed loans and services, and residential mortgage banking, will complement each other. Both parties stated that after the merger, a broader and more diversified revenue structure will be created, leading to more growth channels and an enhanced ability to serve the combined customer base.

As of June 30, 2026, Capital operates in four business segments: commercial banking, OpenSky ™, Windsor Advantage ™, and Capital Bank Home Loans. It has total assets of $3.9 billion, gross loans of $3.1 billion, and total deposits of $3.4 billion. In the second quarter of 2026, revenue from fees accounted for approximately 22% of Capital's total revenue, and the service asset portfolio of Windsor Advantage was around $3.4 billion.

Peoples President and CEO Tyler Wilcox stated: "As the asset size of Peoples approaches $10 billion, we have been cautious and patient in our search for suitable strategic opportunities. What we are looking for is a transaction and a partner that will not only bring scale but also significantly enhance our franchise capabilities, and Capital is precisely that. Its commercial banking business has deepened our presence in the highly attractive markets of Washington D.C. and Baltimore, while OpenSky, Windsor Advantage, and Capital Bank Home Loans bring complementary nationwide operations, further enriching our sources of revenue and expanding growth opportunities. Equally important is that the entrepreneurial, customer-centric culture of Capital fits very well with Peoples. We believe that this combination will create a stronger platform for customers and shareholders, and we look forward to welcoming the employees, shareholders, and customers of Capital to join Peoples."

Capital Chief Executive Officer Edward F. “Ed” Barry means: “The reason Peoples is an outstanding strategic partner of Capital is that it understands and values the diversified model we have built. This merger will combine Capital's relationship-driven commercial banking with Peoples's larger balance sheet, broader product capabilities, and operational infrastructure. The merger will create more ways to serve customers, support continuous business growth, and bring new opportunities for employees. We also share a culture of strict discipline and emphasis on relationships, which is an important consideration for us.”

Capital Chairman of the Board, Steven J. Schwartz added, "The Board of Directors is very fortunate to have an outstanding management team in charge of managing and driving the growth of the bank. We are extremely grateful for their efforts over the years. We believe that the merger with Peoples will provide the Capital team with greater scale and financial resources, enabling them to continue to serve customers in a first-class manner, as well as offer a richer range of products and stronger capacity. Furthermore, this transaction brings considerable value to the shareholders of Capital, and their investment is expected to benefit from the cost savings resulting from the integration of Peoples's multiple business lines, the expansion of scale, and the improved liquidity of the shares. Everyone should welcome this excellent opportunity to collaborate 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, each shareholder of Capital holding 1 share of Capital common stock will receive 1.11 shares of Peoples common stock. Based on the weighted average closing price of $39.41 per share as of September 29, 2026, calculated over 20 trading days using Peoples, the total transaction value is approximately $728.1 million, equivalent to $43.75 per share. Upon completion of the transaction, the original shareholders of Capital are expected to hold approximately 32% of the shares in Peoples. This transaction is intended to be treated as a tax-free reorganization at the federal income tax level.

Peoples expects that, before deducting one-time costs, this transaction will immediately increase its estimated earnings per share for 2027; the payback period for tangible book value is less than three years, and the average return on equity for consolidated tangible common shares is expected to be around 20%. According to the merger agreement, three members of the board of directors of Capital are expected to join the board of directors of Peoples at the time of the completion of the transaction or shortly thereafter, provided that they meet the corporate governance practices and director evaluation processes of Peoples.

The acquisition is expected to be completed in the first half of 2027, subject to meeting the usual delivery conditions, including regulatory approval as well as the consent of the shareholders of Peoples and Capital.

Raymond James and Associates, Inc serve as the financial advisors for Peoples. Dinsmore and Shohl LLP act as its legal advisors. Stephens Inc serves as the financial advisor for Capital, and Squire Patton Boggs ( US ); LLP acts as its legal advisor.

Teleconference

Peoples plans to hold a conference call for analysts, media, and investors on September 30, 2026, at 10:00 a.m. Eastern Time. The call will be hosted by Mr. Wilcox and the Chief Financial Officer and Financial Director, Katie Bailey, who will deliver prepared speeches regarding the proposed acquisition, followed by a Q&A session. The dial-in number is 1-866-890-9285. The audio of the conference call will also be available for live streaming online (in listening-only mode) and can be replayed on the Peoples website under the section “Investor Relations”. The audio replay will be available for one year. Those wishing to participate in the live conference call are advised to dial in or log in at least 15 minutes before the scheduled start time.

Regarding Peoples Bancorp Inc.

Peoples Bancorp Inc. ("Peoples", NASDAQ: PEBO) is a diversified financial services holding company that provides comprehensive banking, trust and investment, insurance, and professional financing solutions through its subsidiaries. Peoples is headquartered in Marietta, Ohio, where it has been since 1902, and has established a tradition of financial stability, growth, and community impact. As of June 30, 2026, Peoples had total assets of $9.5 billion and 144 locations, including 127 full-service bank branches in Ohio, West Virginia, Kentucky, Virginia, the District of Columbia, and Maryland. Peoples's vision is to become the best community bank in the United States.

Peoples is a constituent stock of the Russell 3000 index, which is a listed company in the United States. Peoples provides services through Peoples Bank, which includes departments such as Peoples Investment Services, Peoples Premium Finance, and North Star Leasing, as well as Peoples Insurance Agency, LLC, Vantage Financial, and LLC.

Regarding Capital Bancorp, Inc.

Capital Bancorp, Inc. Headquartered in Rockville, Maryland, it is a bank holding company registered under Maryland law. Capital Bancorp has been providing financial services since 1999 and currently has four bank branches in the Washington D.C. area and the Baltimore metropolitan area of Maryland, as well as one branch each in Fort Lauderdale, Florida; Chicago, Illinois; and Raleigh, North Carolina. As of June 30, 2026, Capital Bancorp had assets of approximately $3.9 billion, and its common stocks are traded on the NASDAQ Global Market under the code CBNK.

Forward-looking Statements

This communication contains “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995, which involve inherent risks and uncertainties. Examples of forward-looking statements include, but are not limited to: opinions and expectations regarding Peoples and Capital regarding the proposed transactions; the strategic and financial benefits of the proposed transactions, including the expected impact on the future financial performance of the combined company (including anticipated increases in earnings per share, recovery period of tangible book value, and other operational and return indicators); the timing of completion of the proposed transactions; and the ability to successfully integrate the combined businesses. Such statements typically use words such as “may”, “will”, “anticipate”, “could”, “should”, “would”, “believe”, “contemplate”, “expect”, “estimate”, “continue”, “plan”, “project”, “intend”, and other similar phrases that express the views or judgments of management regarding future events. Forward-looking statements are based on assumptions made at the time of issuance and are subject to difficult-to-forecast risks, uncertainties, and other factors that are difficult to predict in terms of timing, scope, likelihood, and degree. As a result, there may be significant differences between actual results and the expected results implied or stated in the forward-looking statements. Such risks, uncertainties, and assumptions include, but are not limited to:

• Any event, change, or other circumstance may occur, thereby giving one or both parties the right to terminate the merger agreement;
• The risk of not obtaining the necessary regulatory approvals (and the potential adverse effects of any conditions attached to these approvals on the expected benefits of the merged company or the proposed transaction), as well as the possibility that the proposed transaction may not be completed on time or at all due to the failure to obtain the required regulatory approvals, shareholder approvals, or other necessary approvals in a timely manner, or due to the failure to meet other closing conditions;
• The results of any legal proceedings that may be initiated regarding Peoples or Capital;
• The expected benefits of the proposed transaction, including anticipated cost savings and strategic gains, may not be realized as scheduled or may not be achievable at all, due to changes in overall economic and market conditions, interest rates and exchange rates, monetary policies, laws and regulations and their enforcement, as well as changes or issues arising from the competitive landscape in the geographical and business areas in which Peoples and Capital operate;
• The integration of the two companies may be more difficult, time-consuming, or costly than expected;
• Any changes to the purchase accounting implications related to the proposed transaction, or to the assumptions used in determining the fair value of the acquired assets and liabilities and the credit adjustments;
• The proposed transaction may be more expensive or take longer than expected, including due to unexpected factors or events;
• Management's attention is distracted from daily business operations and opportunities;
• Customers with Peoples or Capital may experience adverse reactions, or there may be changes in business relationships or employee relations, including changes arising from the announcement or completion of the proposed transaction;
• Significant adverse changes occur in the financial condition of Peoples or Capital;
• Peoples The stock price changes before the transaction is completed;
• Risks related to the potential dilution effect that may arise from the issuance of Peoples common shares in the proposed transaction;
• General competitive, economic, political, and market conditions;
• Major disasters such as earthquakes, floods, or other natural or man-made disasters, including outbreaks of infectious diseases; as well as
• Other factors that may affect the future performance of Peoples or Capital include, but are not limited to, changes in asset quality and credit risk; the inability to maintain revenue and profit growth; changes in interest rates; deposit liquidity; inflation; customers' borrowing, repayment, investment, and deposit habits; the impact, scope, and timing of technological changes; capital management activities; as well as actions and reforms by the Federal Reserve, the Office of the Comptroller of the Currency, the Consumer Financial Protection Agency, and other legislative and regulatory authorities.

The aforementioned factors are not necessarily the only ones that could lead to significant differences between the actual results, performance, or achievements of Peoples, Capital, or the merged company, and the content explicitly stated or implied in any forward-looking statements. Other factors, including unknown or unpredictable factors, may also adversely affect the performance of Peoples, Capital, or the merged company.

Although both Peoples and Capital believe that their forward-looking statements are based on reasonable assumptions within their current understanding of the business and operations, they cannot guarantee that the actual results of Peoples or Capital will not differ significantly from the future results expressed or implied in such forward-looking statements. Other factors that could lead to significant differences from the described results can be found in Peoples and Capital's latest 10-K annual reports for the fiscal year ending December 31, 2025, the 10-Q quarterly reports, as well as other documents subsequently submitted to the U.S. Securities and Exchange Commission. The actual expected results may not be achieved, or even if they are essentially achieved, they may not have the intended consequences or effects on Peoples, Capital, or their respective businesses or operations. Investors should be cautious and not rely excessively on any such forward-looking statements. Peoples and Capital urge you to carefully consider all these risks, uncertainties, and other factors when evaluating all forward-looking statements made. Forward-looking statements are only valid as of the date they are made, and except as required by applicable law, Peoples and Capital assume no obligation to update or clarify these forward-looking statements due to new information, future events, or other reasons.

Supplementary information and methods of reference

With respect to the proposed transaction, Peoples plans to submit a Form S -4 registration statement to the U.S. Securities and Exchange Commission (SEC) in order to register the Peoples common shares to be issued in connection with the proposed transaction. This registration statement will include a joint proxy statement/prospectus. Peoples and Capital may also submit other documents related to the proposed transaction to SEC. The information contained in this document does not constitute an offer to sell or an invitation to buy any securities, nor does it constitute a request for voting or approval; no securities sales may be made in any jurisdiction where such an offer, invitation, or sale would be illegal prior to the registration or qualification required by securities laws. Before making any voting or investment decisions, investors and security holders are advised to read the registration statement and joint proxy statement/prospectus regarding the proposed transaction, as well as any other relevant documents submitted to SEC and their any revisions or supplements, when they become available, as these documents will contain important information regarding Peoples, Capital, the proposed transaction, and related matters.

Investors and security holders can obtain the registration statement for free on the SEC website (http://https:/www.sec.gov), which includes the joint power of attorney/prospectus, as well as other relevant SEC documents that contain information on Peoples and Capital.

Recruiting Participants

Peoples and Capital, as well as their respective directors, executives, management, and employees, may be considered participants in the proxy solicitation related to the merger. Information regarding participants from Peoples is contained in the 2026 Annual Meeting Proxy Form 14A submitted by Peoples to SEC on March 6, 2026; information regarding participants from Capital is found in the 2026 Annual Meeting Proxy Form 14A submitted by Capital to SEC on April 7, 2026. Further details about the participants in the proxy solicitation for the proposed transaction, as well as the interests of participants from Peoples and Capital in the merger proxy solicitation, will be included in the registration statement and joint proxy/prospectus submitted to SEC. The relevant documents can be obtained for free in the manner described above.