TowneBank Expands Carolinas Presence Through Agreement to Acquire Dogwood State Bank

Press Releases
8/19/2025 | Suffolk, VA | Raleigh, NC
Hampton Roads based TowneBank (NASDAQ: TOWN) and Raleigh based Dogwood State Bank (OTCQX: DSBX) (“Dogwood”), today announced the signing of a definitive merger agreement pursuant to which TowneBank will acquire Dogwood State Bank. The proposed transaction substantially enhances TowneBank’s strategic journey down the fast-growing Interstate 85 corridor from Richmond, Virginia to Greenville and the upstate region of South Carolina. The bank’s current market position will be expanded in Raleigh, Greensboro-Winston Salem, Greenville, and Charlotte, North Carolina. Additionally, the merger will increase the bank’s footprint along the Eastern North Carolina coast from the Outer Banks to also include Morehead City, Greenville, Fayetteville, and Wilmington along with a new location in beautiful and historic Charleston, South Carolina.

Pro forma for TowneBank’s pending acquisition of Old Point Financial Corporation (expected to close September 1, 2025) and the proposed acquisition of Dogwood, the combined company would have total assets of approximately $22 billion, loans of approximately $16 billion and deposits of approximately $19 billion at close of the transactions. TowneBank expects the acquisition of Dogwood to be approximately 8.0% accretive to 2027E earnings per share with fully phased-in cost savings on a GAAP basis.

Under the terms of the merger agreement, common shareholders of Dogwood will receive a fixed exchange ratio of 0.700 shares of TowneBank common stock for each outstanding share of Dogwood common stock. This implies a deal value per share of $25.04 or approximately $476.2 million based on TowneBank’s 15-day average closing stock price of $35.77 on August 18, 2025.

Steve Jones, Chief Executive Officer of Dogwood, will continue in a key leadership role within the combined company and will join TowneBank as President of its North Carolina and South Carolina banking operations, and be a member of the TowneBank Corporate Management team.

“It has been my pleasure to know Steve for a number of years and we have always admired the great job he and his team have done building Dogwood State Bank. We are excited to have Steve and his talented teammates join hands and hearts with our Towne family to take our Main Street Bank forward in the fast-growing North Carolina and South Carolina markets,” said G. Robert Aston, Jr., Executive Chairman of TowneBank.

“In addition, we are extremely pleased to welcome current Dogwood State Bank director, Robin Perkins, CEO of Spinners Capital, into our TowneBank family as a member of our TowneBank Corporate Board of Directors effective upon consummation of the merger.”

Steve Jones, CEO of Dogwood, stated, “Today marks an exciting new chapter for our company. After thoughtful consideration, we have agreed to join forces with TowneBank, whose vision and values align closely with our own. This partnership will bring new opportunities for our customers, employees, and shareholders, while building to the legacy we’ve created at Dogwood. I am incredibly proud of what our team has achieved and confident this transition will position us for continued success.”

In consideration of the transaction, extensive due diligence was performed by the management teams of TowneBank and Dogwood. The definitive agreement was approved by the boards of directors of TowneBank and Dogwood. The transaction is expected to close in early 2026 and is subject to customary conditions, including regulatory approval, as well as the approval of Dogwood’s shareholders.

Raymond James & Associates, Inc. served as the financial advisor and Wachtell, Lipton, Rosen & Katz served as legal counsel to TowneBank in the transaction. Piper Sandler & Co. served as the financial advisor and Williams Mullen served as legal counsel to Dogwood in the transaction.

About TowneBank:
Founded in 1999, TowneBank is a company built on relationships, offering a full range of banking and other financial services, with a focus of serving others and enriching lives. Dedicated to a culture of caring, Towne values all employees and members by embracing their diverse talents, perspectives, and experiences.

Today, TowneBank operates over 55 banking offices throughout Hampton Roads and Central Virginia, as well as Northeastern and Central North Carolina – serving as a local leader in promoting the social, cultural, and economic growth in each community. Towne offers a competitive array of business and personal banking solutions, delivered with only the highest ethical standards. Experienced local bankers providing a higher level of expertise and personal attention with local decision-making are key to the TowneBank strategy. TowneBank has grown its capabilities beyond banking to provide expertise through its affiliated companies that include Towne Wealth Management, Towne Insurance Agency, Towne Benefits, TowneBank Mortgage, TowneBank Commercial Mortgage, Berkshire Hathaway HomeServices RW Towne Realty, Towne 1031 Exchange, and Towne Vacations. With total assets of $18.26 billion as of June 30, 2025, TowneBank is one of the largest banks headquartered in Virginia.

About Dogwood:
Dogwood State Bank is a state-chartered community bank headquartered in Raleigh, North Carolina, with approximately $2.4 billion in total assets as of June 30, 2025. Dogwood provides a wide range of banking products and services through its online offerings and seventeen branch offices in North Carolina, South Carolina, and Eastern Tennessee. Dogwood also specializes in providing lending services to small businesses through its Dogwood State Bank Small Business Lending division. Dogwood is focused on becoming the bank for businesses, business owners, professionals, and their
employees and redefining what it means to Bank Local. By leveraging leadership, investing in technology, and committing to personalized, superior customer service, Dogwood is changing the landscape of community banking. BACK TO NEWS
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