Capital Bancorp Inc (CBNK) director reports stock option exercise and RSUs

Rhea-AI Filing Summary

Capital Bancorp Inc. director reports stock option exercise and updated holdings. On 12/16/2025, a director of Capital Bancorp Inc. exercised stock options to acquire 1,250 shares of common stock at a price of $13.89 per share. Following this transaction, the director directly owned 2,145 common shares. The filing also lists substantial indirect ownership, including 668,554 shares held by the James F. Whalen Revocable Trust, 58,400 shares held by an IRA, 240,409 shares held by Whalen Family, LLC, and 2,821 shares each held by NMW Investments LLC and KAW Investments LLC. Remaining derivative holdings include stock options covering 2,750, 3,485, 4,400 and 4,000 shares at exercise prices between $23.54 and $30.51, as well as 1,081 restricted stock units that are scheduled to vest on 3/3/2026.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Whalen James F.

(Last) (First) (Middle)

2275 RESEARCH BLVD.

SUITE 600

(Street)

ROCKVILLE MD 20850

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Capital Bancorp Inc [ CBNK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/16/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/16/2025		M		1,250	A	$13.89	2,145	D
Common Stock								668,554	I	By James F. Whalen Revocable Trust
Common Stock								58,400	I	By IRA
Common Stock								240,409	I	By Whalen Family, LLC
Common Stock								2,821	I	By NMW Investments LLC
Common Stock								2,821	I	By KAW Investments LLC

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options	$13.89	12/16/2025		M			1,250	12/31/2021(1)	12/31/2025	Common Stock	1,250	$0	0	D
Stock Options	$26.41							12/31/2022(1)	12/31/2026	Common Stock	2,750		2,750	D
Stock Options	$23.54							01/01/2024(1)	01/01/2028	Common Stock	3,485		3,485	D
Stock Options	$24.2							01/01/2025(1)	01/01/2029	Common Stock	4,400		4,400	D
Stock Options	$30.51							03/03/2026(1)	03/03/2030	Common Stock	4,000		4,000	D
Restricted Stock Units	(2)							(3)	(3)	Common Stock	1,081		1,081	D

Explanation of Responses:

1. The Stock Options vest in four equal annual installments beginning on the first anniversary of the date of grant.

2. Each Restricted Stock Unit represents the right to receive one share of common stock.

3. The Restricted Stock Unit will vest on 3/3/2026.

Remarks:

	/s/ James F. Whalen, by Connie Egan as Attorney in Fact	12/18/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Capital Bancorp Inc (CBNK) report in this Form 4?

The Form 4 reports that a director of Capital Bancorp Inc (CBNK) exercised stock options on 12/16/2025 to acquire 1,250 shares of common stock at an exercise price of $13.89 per share.

How many Capital Bancorp Inc (CBNK) shares does the director own directly after the transaction?

After exercising the options, the director directly owned 2,145 shares of Capital Bancorp Inc common stock.

What indirect ownership does the reporting person have in Capital Bancorp Inc (CBNK)?

The filing lists indirect ownership of Capital Bancorp Inc shares as follows: 668,554 shares held by the James F. Whalen Revocable Trust, 58,400 shares held by an IRA, 240,409 shares held by Whalen Family, LLC, and 2,821 shares each held by NMW Investments LLC and KAW Investments LLC.

What stock options in Capital Bancorp Inc (CBNK) does the director still hold?

After the reported transactions, the director holds stock options for 2,750 shares at an exercise price of $26.41 expiring on 12/31/2026, 3,485 shares at $23.54 expiring on 01/01/2028, 4,400 shares at $24.20 expiring on 01/01/2029, and 4,000 shares at $30.51 expiring on 03/03/2030.

How do the Capital Bancorp Inc (CBNK) stock options vest for this director?

The stock options vest in four equal annual installments, beginning on the first anniversary of the grant date, as stated in the explanation of responses.

What are the terms of the restricted stock units held in Capital Bancorp Inc (CBNK)?

The director holds 1,081 restricted stock units, with each unit representing the right to receive one share of Capital Bancorp Inc common stock. These restricted stock units are scheduled to vest on 3/3/2026.

What is the director’s relationship to Capital Bancorp Inc (CBNK)?

The reporting person is identified as a Director of Capital Bancorp Inc in the filing.