STOCK TITAN

Capital Bancorp, Inc. (CBNK) names Crowe LLP as new independent auditor

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Capital Bancorp, Inc. replaced its independent auditor. On August 14, 2026, the Audit Committee dismissed Elliott Davis, PLLC and approved Crowe LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026. The change was made to engage a larger firm with additional resources and industry specialization to support the company’s growth.

Audit reports from Elliott Davis for 2024 and 2025 contained no adverse opinions or qualifications, and the company reports no disagreements or other reportable events with Elliott Davis, other than a previously disclosed material weakness in internal control over financial reporting in the 2025 Form 10‑K. The company states it did not consult Crowe LLP on accounting matters or audit opinions before this appointment, aside from earlier valuation work related to the October 1, 2024 acquisition of Integrated Financial Holdings, Inc.

Positive

  • None.

Negative

  • The company previously disclosed a material weakness in internal control over financial reporting for the year ended December 31, 2025, indicating control deficiencies that could affect financial reporting reliability.

Insights

Analyzing...

Item 4.01 Changes in Registrant's Certifying Accountant Governance
The company changed its independent auditing firm, which may involve disagreements on accounting matters.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Auditor change date August 14, 2026 Date the company dismissed Elliott Davis, PLLC and approved Crowe LLP
Audit years covered by Elliott Davis reports Years ended December 31, 2025 and 2024 Periods for which Elliott Davis, PLLC issued audit reports with no adverse opinions
New auditor engagement period Fiscal year ending December 31, 2026 Crowe LLP appointed as independent registered public accounting firm for this fiscal year
Acquisition valuation engagement date October 1, 2024 Date of Integrated Financial Holdings, Inc. acquisition for which Crowe LLP performed valuation work
independent registered public accounting firm financial
"the Company’s independent registered public accounting firm for the fiscal year"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
material weakness financial
"other than a material weakness in the Company's internal control over"
A material weakness is a significant flaw in the systems and checks a company uses to ensure its financial reports are accurate, meaning errors or fraud could happen and not be caught. For investors it matters because it raises the risk that reported results are unreliable—similar to finding a hole in a ship’s hull—potentially leading to corrected financials, regulatory action, reduced trust, and negative effects on stock value and borrowing costs.
internal control over financial reporting financial
"material weakness in the Company's internal control over financial reporting disclosed"
Internal control over financial reporting is a company’s system of procedures and checks designed to make sure its financial statements are accurate and complete, like a set of guardrails and verification steps that catch mistakes or fraud before numbers are published. Investors care because strong controls make reported results more trustworthy, lower the risk of surprise restatements or regulatory problems, and give greater confidence when valuing the company or comparing it to peers.
reportable events regulatory
"any reportable events requiring disclosure pursuant to Item 304(a)(1)(v)"
Reportable events are significant incidents or changes a company is legally required to disclose to regulators and the public, such as major safety problems, legal actions, financial irregularities, or management changes. They matter to investors because these events can alter a company’s risk profile or future performance, much like a dashboard warning light signals a problem that could affect a car’s safety or reliability. Timely disclosure helps investors make informed decisions and maintain market fairness.
Emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

What auditor change did Capital Bancorp, Inc. (CBNK) disclose?

Capital Bancorp, Inc. dismissed Elliott Davis, PLLC and approved Crowe LLP as its independent registered public accounting firm for the fiscal year ending December 31, 2026, following approval by the company’s Audit Committee.

Why did Capital Bancorp, Inc. (CBNK) select Crowe LLP as its new auditor?

The Audit Committee chose Crowe LLP to engage a larger independent registered public accounting firm with additional resources and industry specialization the company believes are needed to support its continued growth and expanding operations.

Were there any disagreements between Capital Bancorp, Inc. (CBNK) and Elliott Davis, PLLC?

The company reports no disagreements with Elliott Davis, PLLC on accounting principles, financial statement disclosure, or auditing scope and procedures during 2024, 2025, and through August 14, 2026, aside from a previously disclosed material weakness.

What internal control issue did Capital Bancorp, Inc. (CBNK) report?

Capital Bancorp, Inc. disclosed a material weakness in internal control over financial reporting in its Form 10‑K for the year ended December 31, 2025, which is referenced again in connection with the auditor change.

Did Capital Bancorp, Inc. (CBNK) previously work with Crowe LLP?

Yes. In connection with the October 1, 2024 acquisition of Integrated Financial Holdings, Inc., the company engaged Crowe LLP for valuation work on the acquired loan portfolio, deposit intangibles, customer relationships, trade name, assembled workforce, and Windsor Advantage, LLC.

Did Capital Bancorp, Inc. (CBNK) consult Crowe LLP on accounting opinions before appointing it auditor?

Apart from prior valuation services, the company states that neither it nor anyone on its behalf consulted Crowe LLP on applying accounting principles, potential audit opinions, disagreements, or reportable events before Crowe’s appointment.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
false000141953600014195362026-08-142026-08-14



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): August 14, 2026

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))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading SymbolName of Each Exchange on Which Registered
Common Stock, par value $0.01 per shareCBNKNASDAQ Stock Market

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.



Item 4.01 Change in Registrant's Certifying Accountant.

On August 14, 2026, Capital Bancorp, Inc., a Maryland corporation (the “Company”) dismissed Elliott Davis, PLLC as the Company’s independent registered public accounting firm, and informed Crowe LLP that the Audit Committee of the Company’s Board of Directors had approved the selection of Crowe LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The dismissal of Elliott Davis, PLLC was approved by the Audit Committee of the Board of Directors of the Company. As of the date of this Current Report on Form 8-K, Crowe LLP has been formally engaged as the Company's independent registered public accounting firm.

The Audit Committee determined to engage a larger independent registered public accounting firm with additional resources and industry specialization to support the Company's continued growth and expanding operations.

The audit reports of Elliott Davis, PLLC on the Company’s consolidated financial statements as of and for the years ended December 31, 2025 and 2024 did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.

During the fiscal years ended December 31, 2025 and 2024, and through August 14, 2026, there have been no (a) disagreements with Elliott Davis, PLLC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to Elliott Davis, PLLC’s satisfaction, would have caused it to make reference to the subject matter of the disagreement in connection with its reports on the Company’s financial statements, or (b) any reportable events requiring disclosure pursuant to Item 304(a)(1)(v) of Regulation S-K, other than a material weakness in the Company's internal control over financial reporting disclosed by the Company in its Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

The Company has provided a copy of the foregoing disclosures to Elliott Davis, PLLC and requested that Elliott Davis, PLLC furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether Elliott Davis, PLLC agrees with the above statements. A copy of Elliott Davis, PLLC’s letter to the Securities and Exchange Commission, dated August 14, 2026, is filed as Exhibit 16.1 to this Form 8-K.

Except as disclosed below, during the fiscal years ended December 31, 2025 and 2024, and through August 14, 2026, neither the Company, nor anyone on its behalf, consulted with Crowe LLP regarding: (i) either the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements; or (ii) any matter that was either the subject of a “disagreement,” as described in Item 304(a)(1)(iv) of Regulation S-K, or any “reportable events,” as defined in Item 304(a)(1)(v) of Regulation S-K. Previously, in conjunction with the Company’s October 1, 2024 acquisition of Integrated Financial Holdings, Inc., the Company engaged Crowe LLP for the Valuation of the Loan Portfolio, Core Deposit Customer Relationship Intangible Asset, Certificates of Deposit, Customer Relationships, Trade name, Assembled Workforce and Windsor Advantage, LLC entity.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits: The following exhibits are filed as part of this report:
2



Exhibit No.
Description
16.1
Letter of Elliott Davis, PLLC to the Securities and Exchange Commission
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
3


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: August 14, 2026
By: /s/ Jacob Dalaya
Name: Jacob Dalaya
Title: Chief Financial Officer



4

Filing Exhibits & Attachments

4 documents