On August 19, 2025, Portsmouth, VA-based TowneBank (NASDAQ:TOWN)(KBRA Senior Unsecured Debt rating: A-/Stable Outlook) announced a definitive acquisition agreement with Raleigh, NC-based Dogwood State Bank, (OTC:DSBX, ", Dogwood", , $2.4 billion assets, $2 billion deposits)) in an all-stock deal valued at $476.2 million (or $25.04/share of DSBX common stock, based on TOWN's 15-day average closing stock price of $35.77 on August 18, 2025), reflective of a price to TBV of 2.1x. The merger is expected to close in 1Q26. The proforma bank will have $22 billion in assets, $16 billion in loans, and $19 billion in deposits including the pending acquisition of Old Point Financial Corporation (expected to close September 1, 2025). This transaction would represent three closed acquisitions within a one-year time frame for TOWN.

The acquisition significantly enhances TOWN's presence in North Carolina and South Carolina, two of the fastest-growing regions in the U.S. Further, the deal provides TOWN with the market leadership and scale as Dogwood has 17 retail branches in attractive markets including Raleigh, Charlotte, Greenville (NC), Wilmington, and Charleston (SC), complementing TOWN's existing Carolinas presence. Together, the combined entity will have a meaningful footprint across the top 5 Carolinas MSAs, including Charlotte, Raleigh, Greenville, and Charleston. Dogwood specializes in providing lending services (namely SBA lending) to small businesses through its small business lending division which will be complementary to TOWN's various existing business lines. While Dogwood's revenue mix is largely spread based (~80% - 85%), the addition of its SBA lending provides TOWN an additional fee generating business line (noninterest income has tracked near 40% of TOWN's total revenues in recent quarters). Dogwood's higher-yielding loan portfolio (6.81% for 2Q25) was slanted towards C&I, which represented 40% of total loans at 2Q25 (includes owner-occupied CRE), with non-owner occupied CRE comprising 28% (includes multi-family) and C&D at 10%. Additionally, with its focus on small business/SBA lending, Dogwood's loan portfolio carries a slightly elevated risk profile, though we note Dogwood's recent credit performance was generally in line with industry averages including an NCO ratio typically near 0.2%. Furthermore, TOWN has a long track record of peer-leading asset quality and a proven history of successful integration of past acquisitions. TOWN's loan review process covered 40% of Dogwood's loan portfolio with a diligent focus on its SBA lending and a credit mark of $22.5 million, or 1.2% of Dogwood's loans.

The transaction also includes estimated interest rate marks of $38.1 million on the loan portfolio, $10.6 million on HTM securities, and $2.7 million on AOCI securities. Overall, the impact to TOWN's capital is expected to be moderate, with a reported proforma CET1 ratio of ~11% (we note that this proforma ratio includes the impact of the pending acquisition of Old Point Financial which is expected to close in 3Q25). With that said, TOWN has historically managed capital consistently at or above rated peer averages (CET1 ratio has generally ranged from 12% -13%). KBRA expects TOWN to rebuild capital closer to historical levels with enhanced profitability trends stemming from the pending transactions. Steve Jones, CEO of Dogwood, will remain in a key leadership position with the combined bank, assuming the role of President for TOWN's North Carolina and South Carolina banking operations supported by 75 seasoned bankers across the region. In addition, TOWN will appoint one director from DSBX to its board.

As a reminder, TOWN recently announced the in-market acquisition of Old Point Financial Corporation ($1.5 billion assets) in a combination of stock and cash deal valued at ~$213 million, which is expected to close in 2H25. TOWN closed the Richmond, VA -based Village Bank and Trust Financial Corp ($748 million in assets) acquisition on April 1, 2025. This was an all-cash deal valued at $120 million. In our view, the acquisition of Dogwood State Bank represents a strategically significant expansion that strengthens TOWN's position within the fast-growing Carolinas corridor. The transaction broadens market penetration, enhances loan portfolio diversification, and bolsters the funding base with a greater proportion of low-cost deposits.

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Indra Elangovan, Director

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KBRA Comments on TowneBank's Merger Agreement to Acquire Dogwood State Bank