TYSONS CORNER, Va., June 26, 2023—ODNB Financial Corporation (“the Company”) announced it recently completed a private placement of $28.1 million of shares of the Company’s common stock to 160 accredited individual investors at a price of $11.00 per share. The Company expects to use the proceeds from the capital raise for organic balance sheet growth, strategic opportunities, lending and investment activities, and for general corporate purposes. Investors in the recent offering were primarily from the Washington, D.C. metro area, where the Company’s executive offices are located, and also included individuals from Pennsylvania and New Jersey, where the Company’s wholly-owned subsidiary Old Dominion National Bank (the “Bank”) operates its Centre1st Bank division.

“The success of this capital raise is a reflection of the strong financial performance of our Company, the dedication of our Board, management and employees, and the execution of our business plan as a premier community bank in the markets we serve,” stated Mark Merrill, Chairman and CEO.  “This additional capital will enhance our strategic capabilities to grow our franchise and support the banking needs of our customers.”

The executive management team transitioned to the Bank beginning in mid-2016 with the hiring of Mark Merrill, as President and CEO and now Chairman and CEO. Jack Infield partnered with Merrill in August 2016 as EVP Strategy and was named President and Director in 2019. Then, Kevin Albrigo joined the senior executive team in November 2016 as EVP & Chief Lending Officer and now SEVP & Chief Revenue Officer. Prior to Merrill, Infield and Albrigo arriving at the Bank, it had just $4.2 million in total equity capital and less than $50 million in total assets.  As of March 31, 2023, the Company surpassed $1 billion in assets and delivered thirteen consecutive quarters of net income. The continued support of its growing base of shareholders, most of which are customers that provide valuable customer referrals, has enabled the Company to grow its core business and create long-term franchise value. Following a similar equity capital raise completed in 2019, the Company has achieved strong balance sheet growth from June 30, 2019, to March 31, 2023, increasing total assets from $315.9 million to $1.08 billion, increasing total gross loans from $248.4 million to $932.8 million, and increasing total deposits from $250.5 million to $868.1 million. Additionally, during that time, the Company has maintained a strong capital base which exceeds regulatory “well capitalized” levels and, in 2022, completed an oversubscribed private placement of $24.0 million in subordinated debt.

Following the completion of this latest offering, total assets now total over $1.1 billion, an increase of more than 248% over the past three and a half years. The Company has now completed four successful and oversubscribed private placements of common equity, raising a total of $119.2 million since December 2016. In each of these offerings, capital was raised through the direct efforts of the Bank’s and the Company’s directors and executives, without the use of an underwriter or placement fees. The Company became the holding company of the Bank in July 2022.



This press release is for informational purposes only and is not an offer to sell or a solicitation of an offer to purchase any security of the Company, which is made only by means of a private placement memorandum, nor will there be any sale of any security in any jurisdiction in which such offer, solicitation or sale is not permitted or would be unlawful. Shares of the Company’s common stock have not been registered under the Securities Act of 1933, as amended, or the securities laws of any state, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Shares of the Company’s common stock are not deposits, savings accounts or other obligations of a depository institution and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

Forward-Looking Statements

This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including but not limited to statements about the anticipated use of proceeds from the offering and the quotation from Mark Merrill. These statements are often, but not always, made through the use of words and phrases such as “may,” “expect,” “will,” “might,” “should,” “could,” “plan,” “project,” “believe,” “anticipate,” “intend,” “would,” “estimate,” “potential,” or the negative version of those words or other comparable words or phrases of a future or forward-looking nature. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions, estimates and uncertainties that are difficult to predict. Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements as a result of various risks, uncertainties and other factors. The Company expressly disclaims any intent or obligation to update any forward-looking statements, whether written or oral, that may be made from time to time by or on behalf of the Company or its subsidiaries, whether as a result of new information, changed circumstances or future events, or for any other reason.