Capital Bancorp Inc.

10/03/2025 | Press release | Distributed by Public on 10/03/2025 13:09

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
BRECKHEIMER MICHAEL
2. Issuer Name and Ticker or Trading Symbol
Capital Bancorp Inc [CBNK]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP, Head of Windsor Advantage
(Last) (First) (Middle)
2275 RESEARCH BLVD, SUITE 600
3. Date of Earliest Transaction (Month/Day/Year)
10/02/2025
(Street)
ROCKVILLE, MD 20850
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 10/02/2025 M 23,102 A $ 0 39,548 D
Common Stock 10/02/2025 F 7,127 D $31.04 32,421 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (1) 10/02/2025 M 23,102 (2) (2) Common Stock 23,102 $ 0 0 D
Stock Options $13.37 (3) 01/22/2030 Common Stock 2,423 2,423 D
Stock Options $8.77 (4) 05/20/2030 Common Stock 1,211 1,211 D
Stock Options $14.82 (5) 01/28/2031 Common Stock 3,231 3,231 D
Stock Options $19.18 (6) 01/27/2032 Common Stock 3,231 3,231 D
Stock Options $16.09 (7) 09/20/2033 Common Stock 1,615 1,615 D
Stock Options $17.95 (8) 01/24/2034 Common Stock 1,615 1,615 D
Stock Options $30.51 03/03/2026(9) 03/03/2030 Common Stock 2,225 2,225 D
Restricted Stock Units (1) (10) (10) Common Stock 600 600 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BRECKHEIMER MICHAEL
2275 RESEARCH BLVD, SUITE 600
ROCKVILLE, MD 20850
SVP, Head of Windsor Advantage

Signatures

/s/ Michael Breckheimer, by Gerrie Lenn Boonstra as Attorney in Fact 10/03/2025
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Each Restricted Stock Unit represents the right to receive one share of common stock.
(2) The Restricted Stock Unit will vest on 10/2/2025.
(3) Received in the Merger in exchange for an employee stock option to acquire 1,500 shares of IFHI common stock for $21.60 per share. The stock options vest 100% on October 1, 2024.
(4) Received in the Merger in exchange for an employee stock option to acquire 750 shares of IFHI common stock for $14.18 per share. The stock options vest 100% on October 1, 2024.
(5) Received in the Merger in exchange for an employee stock option to acquire 2,000 shares of IFHI common stock for $23.95 per share. The stock options vest 80% on October 1, 2024 and the remaining 20% on January 1, 2025.
(6) Received in the Merger in exchange for an employee stock option to acquire 2,000 shares of IFHI common stock for $31.00 per share. The stock options vest 60% on October 1, 2024 and 20% on each of January 1, 2025 and January 1, 2026.
(7) Received in the Merger in exchange for an employee stock option to acquire 1,000 shares of IFHI common stock for $26.00 per share. The stock options vest 40% on October 1, 2024 and 20% on each of September 21, 2025, September 21, 2026 and September 21, 2027.
(8) Received in the Merger in exchange for an employee stock option to acquire 1,000 shares of IFHI common stock for $29.00 per share. The stock options vest 20% on October 1, 2024 and 20% on each of January 25, 2025, January 25, 2026, January 25, 2027 and January 25, 2028.
(9) The Stock Options vest in four equal annual installments beginning on the first anniversary of the date of grant.
(10) The Restricted Stock Unit will vest in four equal annual installments beginning 3/3/2026.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Capital Bancorp Inc. published this content on October 03, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on October 03, 2025 at 19:09 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]