TYSONS CORNER, Va., December 19, 2025 – ODNB Financial Corporation (the “Company”) today announced the completion of a private placement of a $25 million 7.25% Fixed-to-Floating Rate Subordinated Note due 2035 (the “Note”) to a subsidiary of EJF Capital, LLC, a locally-based global institutional asset management firm specializing in financials.
The Note will initially bear interest at a fixed annual rate of 7.25%, payable semi-annually in arrears, until December 30, 2030, and will reset quarterly thereafter to the then current three-month SOFR rate plus 383 basis points, payable quarterly in arrears. Beginning on December 19, 2030, the Note may be redeemed, in whole or in part, at the Company’s option subject to any required regulatory approval, on any scheduled interest payment date. Prior to December 19, 2030, the Note may be redeemed, in whole but not in part, at any time upon certain specified events.
The Note is intended to qualify as Tier 2 capital for the Company for regulatory capital purposes. The Company intends to use the net proceeds from the offering for general corporate purposes.
“We are pleased to announce the successful completion of our subordinated debt offering, and to receive the support of EJF Capital, a longtime leader in the community bank finance space” commented Mark Merrill, Chairman and CEO of the Company. Mr. Merrill continued, “We believe this transaction provides cost-effective capital to support the continued growth of Old Dominion National Bank and the creation of value for the shareholders of the Company.”
Performance Trust Capital Partners, LLC served as sole placement agent for this offering. Troutman Pepper Locke LLP served as legal counsel to the Company and Nelson Mullins Riley & Scarborough LLP served as legal counsel to EJF Capital.
This press release is for informational purposes only and shall not constitute an offer to sell, or the solicitation of an offer to buy, any security, nor shall there be any sale in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. The Note has not been registered under the Securities Act of 1933, as amended, (the “Securities Act”) or any states securities law, and the Note may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements, under the Securities Act and applicable state securities laws.
The indebtedness evidenced by the Note is not a deposit and is not insured by the Federal Deposit Insurance Corporation or any other government agency or fund.
About ODNB Financial Corporation
ODNB Financial Corporation is the holding company for Old Dominion National Bank, a locally owned community bank serving markets including the Washington, D.C. metro area, with its executive headquarters in the heart of Northern Virginia at Tysons Corner, and its full service branches in Tysons Corner and Leesburg, Va., as well as communities in Central Virgina from its Albemarle County branches and in South Florida from its Boca Raton office. Centre 1st Bank, a division of the Bank, serves Pennsylvania and New Jersey from offices in State College, Pennsylvania. ODNB Wealth Management, a wholly owned division of the Bank, serves clients from its office in Haverford, Pa. ODNB offers a full range of commercial and consumer financial services in the communities it serves. The Company had $1.51 billion in assets at September 30, 2025.
About EJF Capital
EJF Capital LLC is a global alternative asset management firm headquartered just outside of Washington, D.C., with an additional office in London. Since its founding in 2005 by Manny Friedman and Neal Wilson, the firm has focused on investment opportunities driven by regulatory change. As of September 30, 2025, EJF manages approximately $5.6 billion in assets spanning private credit, equities, real estate, venture capital, and separately managed accounts, including $3.0 billion in CDO assets through affiliates. To learn more, please visit http://ejfcap.com and read additional Risks and Limitations located here.