[8-K] Capital Bancorp, Inc. Reports Material Event

Rhea-AI Filing Summary

Globe Life Inc. (GL) – Form 4, filed 28 Jul 2025. Co-Chairman & CEO J. Matthew Darden reported a same-day option exercise and related share sales on 25 Jul 2025.

• Option exercise (‘M’): 33,270 shares acquired at an $82.56 strike (grant 28 Feb 2022, expiry 28 Feb 2026).
• Open-market sales (‘S’): 33,271 shares disposed in five price-tiered blocks between $134.19 and $137.99. Weighted average prices disclosed include $134.556, $135.6543, $136.5199 and $137.4117; smallest lot was 0.467 shares at $137.515.
• Post-transaction holdings: 49,841.995 shares held directly and 4,160.997 shares held indirectly through the 401(k) plan.

Because the number of shares sold roughly matches the option shares exercised, the filing appears to represent a routine cash-less exercise designed to realize gain while maintaining a similar direct ownership position. No other equity awards or derivative positions remain from this option grant.

Positive

• Options deep in the money (≈$52 spread) indicate strong prior share-price appreciation, allowing management to monetise gains.

Negative

• Full monetisation of exercised options results in insider net selling of ≈$4.5 million, which some investors may view as a short-term overhang.

Insights

Insider Transaction Analyst

TL;DR: CEO executed cash-less option exercise; neutral signal as ownership essentially unchanged.

Darden converted 33,270 options struck at $82.56 into common stock and immediately sold an almost identical number of shares at ≈$135-$138, crystallising roughly $52 per-share gross spread (~$1.7 million). Because direct holdings remain near 50 k shares, the move looks like liquidity/tax management rather than a directional view. No material change in insider ownership trend or corporate fundamentals is implied; therefore the market impact is modest.

July 28, 2025false000141953600014195362025-07-282025-07-28

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 28, 2025

CAPITAL BANCORP, INC.

(Exact name of registrant as specified in its charter)

Maryland			001-38671			52-2083046
(State or other jurisdiction of incorporation or organization)			(Commission file number)			(IRS Employer Identification No.)

2275 Research Boulevard, Suite 600, Rockville, Maryland 20850

(Address of principal executive offices) (Zip Code)

(301) 468-8848

Registrant’s telephone number, including area code

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class			Trading Symbol			Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share			CBNK			NASDAQ Stock Market

Item 2.02 Results of Operations and Financial Disclosure

On July 28, 2025, Capital Bancorp, Inc. (the “Company”) issued a press release announcing the Company’s unaudited financial results for the three and six months ended June 30, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and hereby incorporated by reference. A presentation regarding the Company's financial results for the three and six months ended June 30, 2025 is furnished as Exhibit 99.2 and incorporated herein by reference.

The information furnished under Item 2.02 and Item 9.01 of this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2 to this Current Report on Form 8-K, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liabilities under that Section, nor shall it be deemed incorporated by reference in any registration statement or other filings of the Company under the Securities Act of 1933, as amended, except as shall be set forth by specific reference in such filing.

Item 8.01. Other Events

On July 25, 2025, the Company's Board of Directors declared a $0.12 per share dividend, a 20% increase from the prior quarterly dividend. The dividend is payable on August 27, 2025 to stockholders of record on August 11, 2025.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

99.1			Press Release, dated July 28, 2025.
99.2			Investor Presentation June 2025.
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			CAPITAL BANCORP, INC.
Date: July 28, 2025			By: /s/ Dominic C. Canuso
			Name: Dominic C. Canuso
			Title: Chief Financial Officer

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FAQ

How many Globe Life (GL) shares did CEO J. Matthew Darden sell?

He sold a total of 33,271 shares on 25 Jul 2025 at prices ranging from $134.19 to $137.99.

How many options did the CEO exercise in the July 2025 transaction?

He exercised 33,270 employee stock options with a strike price of $82.56.

What is the CEO’s current share ownership after the Form 4 filing?

Darden now holds 49,841.995 shares directly and 4,160.997 shares indirectly through the 401(k) plan.

Was there a net change in the CEO’s equity position?

Net share count is effectively unchanged; the exercise and sale amounts are almost identical, suggesting a cash-less transaction.

Does the Form 4 signal positive or negative sentiment?

The transaction appears neutral; it monetises option gains without materially altering ownership, often viewed as routine liquidity management.