TYSONS CORNER, Va., September 15, 2022– ODNB Financial Corporation (the “Company”) today announced the completion of a private placement of $24.0 million of 6.25% Fixed-to-Floating Rate Subordinated Notes due 2032 (the “Notes”) to certain qualified institutional buyers and accredited investors.

The Notes will initially bear interest at a fixed annual rate of 6.25%, payable semi-annually in arrears, for the first five years and will reset quarterly thereafter to the then current three-month SOFR rate plus 305 basis points, payable quarterly in arrears.  Beginning on September 15, 2027, the Notes may be redeemed, in whole or in part, at the Company’s option.

The Notes are 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, including to support lending and investment activities, growth and potential acquisitions.

“We are pleased to announce the successful completion of our oversubscribed subordinated debt offering,” commented Mark Merrill, Chairman and CEO of the Company. Mr. Merrill continued, “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.”

Piper Sandler & Co. served as sole placement agent for this offering. Troutman Pepper Hamilton Sanders LLP served as legal counsel to the Company and Holland & Knight LLP served as legal counsel to the placement agent.