CBNK Form 4: Michael Breckheimer vests 23,102 RSUs, sells 7,127

Rhea-AI Filing Summary

Michael Breckheimer, SVP and Head of Windsor Advantage at Capital Bancorp Inc (CBNK), reported insider transactions dated 10/02/2025. He received 23,102 Restricted Stock Units (RSUs) (Code M) that vest on 10/02/2025, recorded at $0, which increased his direct beneficial ownership to 39,548 shares before a sale. On the same date he disposed of 7,127 shares (Code F) at a price of $31.04, leaving him with 32,421 shares beneficially owned. The filing also lists multiple stock option grants received in a merger with specified strike prices and vesting schedules and an additional 600 RSU grant vesting in four annual installments beginning 03/03/2026. The form is signed on 10/03/2025.

Positive

• 23,102 RSUs vested on 10/02/2025, increasing direct holdings
• Multiple stock options retained post‑merger with explicit strike prices and vesting schedules, supporting retention

Negative

• Sale of 7,127 shares at $31.04 on 10/02/2025, reducing beneficial ownership to 32,421 shares

Insights

Corporate Governance Analyst

Insider compensation and sales occurred concurrently, showing routine post‑deal vesting and partial sell‑down.

The filing shows a 23,102 RSU vesting event on 10/02/2025 and a contemporaneous sale of 7,127 shares at $31.04. Such patterns are common when RSUs vest and executives sell shares to cover taxes or rebalance holdings; both transactions are reported as direct beneficial ownership changes.

The reporting clarifies post‑merger equity conversions and multiple option grants with explicit strike prices and vesting schedules, indicating negotiated compensation from a prior merger rather than new ad hoc grants.

Executive Compensation Specialist

Multiple option strikes and RSU schedules reflect merger consideration and staggered vesting.

The filing details option grants converted in the merger with strike prices from $8.77 to $30.51 and staggered vesting terms (some vesting partially on 10/01/2024 and thereafter). This preserves long‑term retention incentives while the immediate RSU vesting provided 23,102 shares on 10/02/2025.

The presence of a 600 RSU award vesting in four equal annual installments beginning 03/03/2026 indicates ongoing deferred compensation design.

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

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

1. Name and Address of Reporting Person^*

BRECKHEIMER MICHAEL

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, Head of Windsor Advantage

3. Date of Earliest Transaction (Month/Day/Year)
10/02/2025

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	10/02/2025		M		23,102	A	$0	39,548	D
Common Stock	10/02/2025		F		7,127	D	$31.04	32,421	D

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
Restricted Stock Units	(1)	10/02/2025		M			23,102	(2)	(2)	Common Stock	23,102	$0	0	D
Stock Options	$13.37							(3)	01/22/2030	Common Stock	2,423		2,423	D
Stock Options	$8.77							(4)	05/20/2030	Common Stock	1,211		1,211	D
Stock Options	$14.82							(5)	01/28/2031	Common Stock	3,231		3,231	D
Stock Options	$19.18							(6)	01/27/2032	Common Stock	3,231		3,231	D
Stock Options	$16.09							(7)	09/20/2033	Common Stock	1,615		1,615	D
Stock Options	$17.95							(8)	01/24/2034	Common Stock	1,615		1,615	D
Stock Options	$30.51							03/03/2026(9)	03/03/2030	Common Stock	2,225		2,225	D
Restricted Stock Units	(1)							(10)	(10)	Common Stock	600		600	D

Explanation of Responses:

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

2. The Restricted Stock Unit will vest on 10/2/2025.

3. Received in the Merger in exchange for an employee stock option to acquire 1,500 shares of IFHI common stock for $21.60 per share. The stock options vest 100% on October 1, 2024.

4. Received in the Merger in exchange for an employee stock option to acquire 750 shares of IFHI common stock for $14.18 per share. The stock options vest 100% on October 1, 2024.

5. Received in the Merger in exchange for an employee stock option to acquire 2,000 shares of IFHI common stock for $23.95 per share. The stock options vest 80% on October 1, 2024 and the remaining 20% on January 1, 2025.

6. Received in the Merger in exchange for an employee stock option to acquire 2,000 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.

7. Received in the Merger in exchange for an employee stock option to acquire 1,000 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.

8. Received in the Merger in exchange for an employee stock option to acquire 1,000 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.

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

10. The Restricted Stock Unit will vest in four equal annual installments beginning 3/3/2026.

Remarks:

	/s/ Michael Breckheimer, by Gerrie Lenn Boonstra as Attorney in Fact	10/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did Capital Bancorp (CBNK) report on 10/02/2025?

SVP Michael Breckheimer received 23,102 RSUs that vested on 10/02/2025 and sold 7,127 shares at $31.04 on the same date.

How many shares does Michael Breckheimer beneficially own after the reported transactions?

After the transactions, he beneficially owned 32,421 shares according to the Form 4.

Were any stock options disclosed in the Form 4 for CBNK?

Yes; multiple stock options converted in the merger were disclosed with strike prices ranging from $8.77 to $30.51 and specific vesting schedules.

When do the newly disclosed RSUs and option vesting dates occur?

The 23,102 RSUs vested on 10/02/2025; an additional 600 RSU vests in four equal annual installments beginning 03/03/2026; option vesting dates are listed per grant in the filing.

Who signed the Form 4 for Michael Breckheimer?

The Form 4 is signed as /s/ Michael Breckheimer, by Gerrie Lenn Boonstra as Attorney in Fact on 10/03/2025.