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Capital Bancorp, Inc. 8-K Filings

CBNK NASDAQ

Every 8-K that Capital Bancorp, Inc. (CBNK) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow CBNK and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full CBNK filings page.

Rhea-AI 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.

Rhea-AI Summary

Capital Bancorp, Inc. delivered solid 2Q 2026 results, reporting net income of $14.3 million and diluted EPS of $0.87, up 18.6% and 19.2% from 1Q 2026 and above 2Q 2025. Return on average assets was 1.52% and return on tangible common equity 15.51%, with core metrics equal to GAAP.

Balance sheet growth remained robust: gross loans reached $3.1 billion, up 7.9% annualized quarter-over-quarter and 12.6% year-over-year, while total deposits were $3.4 billion, up 9.6% annualized and 14.6% year-over-year, driven by strong customer deposit inflows and reduced brokered time deposits. Fee revenue was $14.4 million, 22.0% of total revenue, led by Windsor government loan servicing, mortgage banking and government lending. Net interest margin was 5.64%, down 7 bps sequentially, while the total cost of deposits fell 5 bps to 2.29%.

Credit costs increased moderately, with a $3.6 million provision for credit losses and net charge-offs of $3.8 million, or 0.50% of average portfolio loans, as nonperforming assets remained 1.56% of total assets. The allowance for credit losses stood at 1.76% of loans. Capital and liquidity were strong, with a 13.14% Common Equity Tier 1 ratio, 10.59% Tier 1 leverage ratio and total liquidity of approximately $1.2 billion. The board declared a quarterly cash dividend of $0.14 per share, a 16.7% increase, payable August 26, 2026 to shareholders of record on August 10, 2026.

Rhea-AI Summary

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.

Rhea-AI Summary

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.

Rhea-AI Summary

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.

Rhea-AI Summary

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.

Rhea-AI Summary

Capital Bancorp, Inc. approved a new employment agreement with Steven M. Poynot as President and Chief Executive Officer of Capital Bank, N.A. and Chief Operating Officer of the company. The agreement runs from January 1, 2026 through December 31, 2028, with automatic one-year renewals.

Mr. Poynot will receive a base salary of $455,000, with eligibility for annual incentive pay up to 100% of salary, paid 60% in cash and 40% in restricted stock units, plus an annual stock award up to 30% of salary split between stock options and restricted stock units. The contract includes severance protections after certain terminations, particularly around a change in control, and continues his participation in existing benefit and deferred compensation plans, along with confidentiality and non-solicitation obligations.

Rhea-AI Summary

Capital Bancorp, Inc. filed an amended current report to update the payment date of its regular quarterly cash dividend. The Board had declared a $0.12 per share dividend on January 23, 2026, payable on February 25, 2026 to stockholders of record on February 9, 2026. The amendment states that only the dividend payment date disclosure is being corrected, with no other changes to the prior report or its exhibits.

Rhea-AI Summary

Capital Bancorp, Inc. furnished its unaudited financial results for the three months and year ended December 31, 2025, by issuing a press release and investor presentation. These materials are provided as exhibits and are treated as furnished, not filed, under securities laws.

The Board of Directors also declared a $0.12 per share cash dividend, payable on February 28, 2026 to stockholders of record as of February 9, 2026. The filing lists the press release and investor presentation as Exhibits 99.1 and 99.2.

Rhea-AI Summary

Capital Bancorp, Inc. appointed Mark Caplan as a Class II director on its Board of Directors, effective November 21, 2025, increasing the Board size to thirteen members. As a Class II director, he will be up for re-election at the 2028 annual meeting of stockholders.

Mr. Caplan has served on the board of Capital Bank, N.A. since January 2019 and sits on its Loan Committee. He is President and Chief Executive Officer of The Time Group, a real estate equity investment firm, and the managing member and sole shareholder of Washington Place Equities, a development firm focused on mixed-use urban historic projects. He has prior bank board experience at Sterling Bank and Trust and Bay Bank, FSB.

The Board determined that Mr. Caplan is an independent director under SEC and Nasdaq rules. He was also appointed to the Board’s Compensation Committee and Risk Committee and will receive the Company’s standard non-employee director compensation. The Company states there are no related-party transactions or special arrangements connected to his selection as director.

Rhea-AI 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.

Rhea-AI Summary

Capital Bancorp, Inc. (CBNK) furnished third‑quarter results via a press release and investor presentation covering the three and nine months ended September 30, 2025. These materials were provided under Item 2.02 and, along with the exhibits, are furnished—not deemed filed—under the Exchange Act.

The Board declared a cash dividend of $0.12 per share, payable on November 26, 2025 to stockholders of record on November 10, 2025. Related exhibits include the October 27, 2025 press release (Exhibit 99.1) and the September 2025 investor presentation (Exhibit 99.2).

Rhea-AI Summary

Capital Bancorp, Inc. announced a leadership transition in its finance function. On October 10, 2025, Executive Vice President and CFO Dominic C. Canuso informed the company of his resignation, effective October 27, 2025, to pursue another opportunity. The company stated his decision was not due to any disagreement regarding operations, policies, or practices.

Effective October 28, 2025, the Board appointed Connie Egan, age 64 and the Bank’s Chief Accounting Officer since September 2020, as the company’s Principal Financial and Accounting Officer while a nationwide search is conducted for a permanent CFO. Egan previously led Financial Planning and Analysis and served as CFO of Embassy National Bank for over seven years. The filing notes no family relationships, no related‑party transactions under Item 404(a), and no new or amended compensatory arrangements or additional grants associated with her appointment.