Welcome to our dedicated page for Capital Bancorp SEC filings (Ticker: CBNK), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Capital Bancorp, Inc. filings document the regulatory disclosures of a Maryland bank holding company for Capital Bank, N.A. Recent Form 8-K reports cover quarterly and annual financial results, investor presentations, cash dividends, stock repurchase authorization, subordinated note redemption, and other material corporate events.
The company’s proxy and governance filings describe board structure, director elections and appointments, committee assignments, executive compensation, equity awards, and shareholder voting matters. Officer employment agreements and related compensatory arrangements appear in current reports, while capital-structure disclosures address common stock activity and bank holding company financing instruments.
Capital Bancorp, Inc. is moving to simplify its corporate governance. The board has unanimously approved proposals to ask stockholders to eliminate the company’s classified (staggered) board structure and remove all supermajority voting requirements from its Articles of Incorporation.
If stockholders approve, directors elected at future annual meetings, starting with the next director election, would serve one-year terms instead of multi-year staggered terms, while current directors finish their existing terms. The proposals would also remove supermajority voting thresholds for director removal, changes to classified board provisions, and certain business combinations, with related updates to the company’s Bylaws.
Capital Bancorp, Inc. reported the results of its annual stockholder meeting held on May 28, 2026. Stockholders voted on director elections, executive compensation and auditor ratification based on proposals described in the company’s definitive proxy statement.
Four Class III directors — Jerome R. Bailey, Marc McConnell, Steven J. Schwartz and James F. Whalen — were elected to terms expiring in 2029, and Mark Caplan was elected as a Class II director to a term expiring in 2028. On the record date there were 16,309,270 common shares entitled to vote, and 13,674,863 shares were represented in person or by proxy.
Stockholders approved the non-binding advisory vote on compensation for the named executive officers and ratified the appointment of Elliott Davis, PLLC as independent registered public accounting firm for the fiscal year ending December 31, 2026.
Capital Bancorp, Inc. reported first-quarter 2026 net income of $12.0 million, down from $13.9 million a year earlier, as higher operating costs and credit provisions offset revenue growth. Diluted earnings per share were $0.73 versus $0.82 in the prior-year quarter.
Total assets rose to $3.81 billion from $3.61 billion, driven by loan and deposit growth. Portfolio loans reached $3.03 billion, while deposits increased to $3.29 billion, reflecting strong funding expansion across commercial banking and the OpenSky credit card division.
Net interest income increased to $49.4 million from $46.0 million as loan balances and yields grew. However, the provision for credit losses rose to $3.0 million, and noninterest expenses climbed to $43.7 million, pressuring profitability even as noninterest income improved modestly.
Capital Bancorp, Inc. reported first-quarter 2026 net income of $12.0 million, down from $15.0 million in the prior quarter, with diluted EPS of $0.73 versus $0.91. Return on assets was 1.33% and return on tangible common equity was 13.58%, reflecting higher noninterest expenses and credit costs.
The balance sheet continued to expand, with gross loans of $3.0 billion, up 9.2% annualized from year-end 2025, and total deposits of $3.3 billion, up 26.1% annualized. Tangible book value per share rose to $22.62, a 14.2% increase from a year earlier, while the net interest margin was 5.71% and core net interest margin was 4.15%.
The board declared a $0.12 per share cash dividend, payable May 27, 2026 to stockholders of record on May 11, 2026. During the quarter the company repurchased $3.5 million of common stock, and capital ratios remained above regulatory requirements, including a holding company Common Equity Tier 1 ratio of 12.92% as of March 31, 2026.
Capital Bancorp, Inc. is asking stockholders to vote at its May 28, 2026 annual meeting on three items: electing four Class III directors and one Class II director, an advisory “say-on-pay” vote on compensation for Named Executive Officers, and ratifying Elliott Davis, PLLC as independent auditor for 2026. The Board, which uses a classified structure and includes a majority of independent directors, unanimously recommends voting FOR all five director nominees, FOR the advisory compensation resolution, and FOR auditor ratification. As of March 30, 2026, 16,309,270 common shares were outstanding, with directors and executive officers as a group beneficially owning about one‑third of the stock. The proxy also highlights ESG efforts, including over $163 million in solar energy loans and more than $50 million in other sustainable projects in 2025.
Capital Bancorp Inc director Mark Caplan reported routine equity compensation activity. On April 2, 2026, he exercised stock options covering 1,017 shares of Common Stock, with exercise prices of 26.41 and 23.54 per share.
To cover taxes on the exercises, 837 shares of Common Stock were withheld at a price of 30.16 per share, a non‑market tax-withholding disposition rather than an open-market sale. After these transactions, he directly holds 139,681 Common shares and retains stock options over 2,800, 3,000, and 5,256 underlying shares plus 1,360 Restricted Stock Units.
He also reports indirect ownership of 15,000 shares through a trust, 45,000 shares in a Roth IRA, and 30,000 shares via an investment management account, indicating substantial continuing exposure to Capital Bancorp Inc stock.
Capital Bancorp Inc director Randall James Levitt reported routine equity compensation and an ownership reclassification. On March 2, 2026, he received 1,360 Restricted Stock Units, each representing one share of common stock, which will vest on March 2, 2027. He was also granted 5,256 stock options with an exercise price of $29.41 per share, vesting in four equal annual installments beginning on the first anniversary of the grant and expiring on March 2, 2031.
On March 3, 2026, 811 Restricted Stock Units were exercised, converting into 811 shares of common stock at $0.00 per share, leaving him with 811 common shares directly held from that transaction. The amendment clarifies that the total amount of common stock owned following the previously reported March 3, 2026 transaction is now reported as held directly by Levitt rather than indirectly.
Capital Bancorp Inc executive Lindarev Anguel, EVP and Chief Information Officer, exercised restricted stock units into common shares and had shares withheld for taxes. On March 18, 2026, 584 restricted stock units converted into 584 shares of common stock at an exercise price of $0.00 per share. To cover tax obligations, 173 common shares were withheld at $29.03 per share, a non‑market disposition. After these transactions, Anguel directly held 929 shares of common stock and continued to hold multiple stock option and restricted stock unit awards scheduled to vest over several years.
Capital Bancorp, Inc. has launched a new stock repurchase program effective March 16, 2026, authorizing the buyback of up to $15 million or 550,000 shares of its common stock. These shares represent about 3.4% of its issued and outstanding common stock as of December 31, 2025.
The new program runs through December 31, 2026 and may be limited, suspended, or terminated at any time. It replaces a prior program, also authorizing up to $15 million, under which the company repurchased 419,643 shares before it expired on February 28, 2026. Repurchases may occur in open market or privately negotiated transactions, including under a Rule 10b5-1 plan, subject to Rule 10b-18 and other legal requirements.