CBNK Form 4: McConnell holds 156,926 indirect shares; 405 RSUs vest 3/3/2026

Rhea-AI Filing Summary

Marc H. McConnell, a director of Capital Bancorp Inc (CBNK), reported multiple equity transactions dated 10/09/2025. He acquired 323 shares at $14.82 and 1,292 shares at $19.18, increasing his direct beneficial ownership to 13,434 shares. He also holds significant indirect positions: 156,926 shares via McConnell Legacy Investments, LLC, 3,345 via an IRA, 44,823 via a revocable trust, plus 557 shares each held indirectly for his son and daughter.

He received multiple stock options and 405 restricted stock units in a merger exchange; the options have various exercise prices and vesting schedules, with exercisability and expiration dates listed through 01/28/2031 and later. The RSU award vests on 03/03/2026. The form is signed by Mr. McConnell (by attorney-in-fact) on 10/10/2025.

Positive

• Director increased direct ownership by acquiring 1,615 shares on 10/09/2025
• Large indirect stake retained: 156,926 shares held by McConnell Legacy Investments, LLC
• Merger exchange preserved equity incentives: multiple stock options and 405 RSUs were received with defined vesting schedules

Negative

• None.

Insights

Corporate Governance Analyst

Director increased direct holdings and holds large indirect stake tied to a merger exchange

The reporting shows a director acquiring 1,615 shares on 10/09/2025 and holding an outsized indirect stake of 156,926 shares through an entity, plus additional trusts and IRA positions. These holdings consolidate control and align a director's economic exposure with shareholders.

Key dependencies include the vesting schedules and exercise prices for options received in the merger, which span multiple years and could affect future insider share supply when they vest or are exercised; monitor the 03/03/2026 RSU vesting and option exercisability through 01/28/2031.

Insider Transactions Specialist

Merger exchange generated multiple option grants and RSUs with staggered vesting

The filing discloses options received in exchange for IFHI grants and restricted stock units, with explicit exercise prices such as $14.82 and $19.18 and varying vesting terms (some vesting 100% on 01/01/2025, others on multi-year schedules). The RSU award equals 405 shares and vests on 03/03/2026.

Risks include potential dilution when these awards convert to common stock; track the staged vesting dates through 09/20/2033 and option expirations to gauge timing of any future insider sales or dilution.

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
Estimated average burden
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^*

MCCONNELL MARC H

(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)
10/09/2025

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	10/09/2025		M		323	A	$14.82	12,142	D
Common Stock	10/09/2025		M		1,292	A	$19.18	13,434	D
Common Stock								156,926	I	By McConnell Legacy Investments, LLC
Common Stock								3,345	I	By Marc H McConnell IRA
Common Stock								44,823	I	By Marc H McConnell Revocable Trust
Common Stock								557	I	By son
Common Stock								557	I	By daughter

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	$14.82	10/09/2025		M			323	(1)	01/28/2031	Common Stock	323	$0	0	D
Stock Options	$19.18	10/09/2025		M			1,292	(2)	01/27/2032	Common Stock	1,292	$0	323	D
Stock Options	$16.09							(3)	09/20/2033	Common Stock	3,231		3,231	D
Stock Options	$17.95							(4)	01/24/2034	Common Stock	4,039		4,039	D
Stock Options	$30.51							03/03/2026(5)	03/03/2030	Common Stock	1,500		1,500	D
Restricted Stock Units	(6)							(7)	(7)	Common Stock	405		405	D

Explanation of Responses:

1. Received in the Merger in exchange for an employee stock option to acquire 200 shares of IFHI common stock for $23.95 per share. The stock options vest 100% on January 1, 2025.

2. Received in the Merger in exchange for an employee stock option to acquire 1,000 shares of IFHI common stock for $31.00 per share. The stock options vest 60% on October 1, 2024 and 20% on each of January 1, 2025 and January 1, 2026.

3. Received in the Merger in exchange for an employee stock option to acquire 2,000 shares of IFHI common stock for $26.00 per share. The stock options vest 40% on October 1, 2024 and 20% on each of September 21, 2025, September 21, 2026 and September 21, 2027.

4. Received in the Merger in exchange for an employee stock option to acquire 2,500 shares of IFHI common stock for $29.00 per share. The stock options vest 20% on October 1, 2024 and 20% on each of January 25, 2025, January 25, 2026, January 25, 2027 and January 25, 2028.

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

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

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

Remarks:

	/s/ Marc McConnell, by Gerrie Lenn Boonstra as Attorney in Fact	10/10/2025
	** 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 transactions did Marc H. McConnell report for CBNK on 10/09/2025?

He acquired 323 shares at $14.82 and 1,292 shares at $19.18 on 10/09/2025 and received multiple stock options and 405 restricted stock units in a merger exchange.

How many CBNK shares does Marc H. McConnell beneficially own after the reported transactions?

He directly beneficially owns 13,434 shares and indirectly holds at least 156,926 shares via McConnell Legacy Investments, LLC, plus other indirect holdings in an IRA and trust.

What are the key vesting or exercisability dates disclosed in the Form 4?

Vesting/exercisability details include options vesting dates such as 01/01/2025, staged vesting through 01/01/2026, and RSU vesting on 03/03/2026; some option expirations extend to 01/28/2031 and beyond.

Were the reported equity awards related to a merger?

Yes. Several stock options were received in the merger in exchange for employee options to acquire IFHI shares at specified original exercise prices.

Does the filing show any immediate option exercises or sales?

No immediate option exercises or sales are reported; the filing records acquisitions and awards with future vesting and exercise terms.