David Hooper
Partner

For many years, community bank boards have treated capital raises as a last resort — something you do when you have to, not when you want to. However, in the current market environment, that way of thinking may no longer be applicable. Between recovering valuations, an open M&A window and strong loan demand at attractive spreads, 2026 may prove to be one of the more opportune moments in a decade for community banks to be raising capital, whether through common stock or subordinated debt. Here are three reasons why now may be the time for your bank to be raising capital.

1. Stock valuations have recovered, making equity raises less dilutive.
After years of trading below tangible book value, many community and regional bank stocks are trading at multiyear highs in 2026. Community banks with solid fundamentals are now trading at meaningful multiples to tangible book — some in the 1.5 times range and higher for well-run franchises, a marked improvement from the depressed multiples of the past several years. Higher valuations mean an equity raise today dilutes existing shareholders far less than the same raise would have two or three years ago. A bank issuing stock at 1.5 times tangible book value is bringing in far more capital per share sold than one issuing at or below book — the math simply works better for existing owners right now. Boards that hesitate may find valuations will compress again, resulting in issuances more dilutive, and less attractive, to existing shareholders.

2. The M&A window is open, and capital is the price of admission.
U.S. bank M&A came back in 2025, with more than 180 deals announced — a roughly 45% jump over 2024 — while deal values climbed sharply, including a single month that saw over $21 billion in announced transaction value, the strongest since 2019. Even though bank M&A has been slower than anticipated during the first half of 2026, the pace of deal activity for the back-half of the year is expected to catch up. Regulators also have become measurably faster: Recent bank mergers have cleared in roughly half the time of the prior approval regime, and the Federal Reserve has signaled it is actively streamlining merger reviews. That combination of factors — plentiful targets and faster approvals — will not last indefinitely. Banks that raise capital now better position themselves for current and future acquisitions while pricing and regulatory conditions remain favorable, rather than scrambling to raise capital reactively once a target is already on the table (a slower, more expensive and more dilutive path than raising ahead of a deal).

3. Loan demand and spreads reward banks with capital to deploy.
Capital sitting idle earns nothing; capital deployed into loans right now earns an attractive spread. Commercial loan production at most community banks has jumped sharply year-over-year, and community institutions continue to price loans at a meaningful premium over their cost of funds and over larger bank benchmarks. Banks with capital on hand are able to fund that demand, grow earning assets and support higher regulatory capital ratios, all while book value compounds faster than it would sitting on the sidelines. Moreover, the proposed Basel III endgame capital rules provide incentives for community banks to increase their loan production activity, and they need capital to do that.

Bottom Line
Whether it is a common stock offering, a subordinated debt issuance (which are still achievable at reasonable double digit adjacent coupons for smaller issuers, and meaningfully tighter for larger, rated institutions), or operational liquidity lines of credit to fund mortgage or specialty lending growth, the tools are available and the backdrop is favorable for community banks to raise capital. While many community banks in the past have been reticent to raise capital due to potentially negative perceptions from regulators and existing shareholders, current market conditions may trump those concerns. The banks that raise capital proactively in 2026 will be the ones setting the pace of consolidation and growth — not reacting to it.

WRITTEN BY

David Hooper

Partner

David Hooper is a partner at Barnes & Thornburg LLP in Indianapolis, where he co-chairs the Securities and Capital Markets Practice Group and is a leader within the firm’s Banking and Financial Institutions Practice Group. He specializes in securities law, financial institutions, banking regulation, and mergers and acquisitions. Mr. Hooper regularly advises clients on securities offerings, bank regulatory compliance, securities regulatory matters, and corporate governance. He has extensive experience advising public and private banks and thrifts on mergers and acquisitions, corporate governance matters, capital raising activities, and compliance.