[8-K] Capital Bancorp Inc Reports Material Event

Rhea-AI Filing Summary

Capital Bancorp, Inc. (CBNK) announced it will redeem all outstanding 5.00% Fixed-to-Floating Rate Subordinated Notes due 2030 on November 30, 2025. The outstanding balance is $10,000,000, and the redemption price will be 100% of principal plus accrued and unpaid interest to, but excluding, the redemption date.

This action retires debt five years ahead of the original maturity. The redemption removes interest obligations on these notes after November 30, 2025 and represents a cash outflow equal to principal plus accrued interest at settlement.

Insights

Bank capital & funding analyst

Early redemption of $10M subordinated notes at par; neutral impact.

Capital Bancorp will redeem its 5.00% Fixed-to-Floating Rate Subordinated Notes on November 30, 2025 at 100% of principal plus accrued interest. The outstanding amount is $10,000,000. This removes a layer of subordinated debt ahead of the original 2030 maturity.

The filing does not discuss replacement funding or capital ratios, so the net effect hinges on balance sheet liquidity and cost of alternative capital. Retiring the notes eliminates coupon payments after the redemption date, while the company pays out principal and accrued interest at closing.

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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): October 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))

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

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 8.01 Other Events.

On October 28, 2025, Capital Bancorp, Inc. (the “Company”) provided notice to the holders of the Company’s 5.00% Fixed-to-Floating Rate Subordinated Notes due November 30, 2030 (the “Subordinated Notes”) that the Company will redeem all outstanding Subordinated Notes on November 30, 2025. The current outstanding balance of the Subordinated Notes is $10,000,000. The redemption price for the Subordinated Notes will be equal to 100% of the principal amount of the Subordinated Notes redeemed, plus any accrued and unpaid interest to, but excluding, the redemption date of November 30, 2025.

Forward-Looking Statements

This Current Report on Form 8-K and the notice of redemption may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements reflect our current views with respect to, among other things, future events and our financial performance. Any statements about our management’s expectations, beliefs, plans, predictions, forecasts, objectives, assumptions or future events or performance are not historical facts and may be forward-looking. These statements are often, but not always, made through the use of words or phrases such as “anticipate,” “believes,” “can,” “could,” “may,” “predicts,” “potential,” “should,” “will,” “estimate,” “plans,” “projects,” “continuing,” “ongoing,” “expects,” "optimistic," “intends” and similar words or phrases. Any or all of the forward-looking statements may turn out to be inaccurate. The inclusion of forward-looking information should not be regarded as a representation by us or any other person that the future plans, estimates or expectations contemplated by us will be achieved. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. Our actual results could differ materially from those anticipated in such forward-looking statements. Accordingly, we caution you that any such forward-looking statements are not a guarantee of future performance and that actual results may prove to be materially different from the results expressed or implied by the forward-looking statements due to a number of factors. For details on some of the factors that could affect these expectations, see risk factors and other cautionary language included in the Company's Annual Report on Form 10-K and other periodic and current reports filed with the Securities and Exchange Commission.

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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: October 28, 2025			By: /s/ Connie Egan
			Name: Connie Egan
			Title: Principal Financial and Accounting Officer

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FAQ

What did Capital Bancorp (CBNK) announce?

The company will redeem all outstanding 5.00% Fixed-to-Floating Rate Subordinated Notes on November 30, 2025.

How much subordinated debt is being redeemed by CBNK?

The outstanding balance being redeemed is $10,000,000.

At what price will the notes be redeemed?

The redemption price is 100% of principal plus accrued and unpaid interest to, but excluding, the redemption date.

What is the original maturity of the notes?

The notes are 5.00% Fixed-to-Floating Rate Subordinated Notes due November 30, 2030.

When will interest stop accruing on the redeemed notes?

Interest accrues to, but excludes, November 30, 2025, the redemption date.