Capital Bancorp (CBNK) CEO exercises RSUs and withholds shares for taxes

Rhea-AI Filing Summary

Capital Bancorp Inc Chief Executive Officer Barry Edward reported multiple equity award transactions in common stock and restricted stock units on February 15, 2026. He exercised restricted stock units covering 2,570 and 2,803 units, converting them into the same number of common shares at a price of $0.00 per share.

To satisfy tax obligations tied to these awards, he disposed of 1,296 and 1,278 shares of common stock at a price of $31.79 per share in tax-withholding transactions, not open‑market sales. Following these transactions, he directly owned 152,692 shares of common stock and also reported indirect ownership of 220,004 common shares held by his spouse.

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

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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).

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^*

Barry Edward 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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2026

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	02/15/2026		M		2,570	A	$0	152,463	D
Common Stock	02/15/2026		F		1,296	D	$31.79	151,167	D
Common Stock	02/15/2026		M		2,803	A	$0	153,970	D
Common Stock	02/15/2026		F		1,278	D	$31.79	152,692	D
Common Stock								220,004	I	By Spouse

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)	02/15/2026		M			2,570	(2)	(2)	Common Stock	2,570	$0	0	D
Restricted Stock Units	(1)	02/15/2026		M			2,803	(3)	(3)	Common Stock	2,803	$0	2,803	D
Stock Options	$26.41							12/31/2022(4)	12/31/2026	Common Stock	12,500		12,500	D
Stock Options	$23.54							01/01/2024(4)	01/01/2028	Common Stock	15,351		15,351	D
Stock Options	$24.2							01/01/2025(4)	01/01/2029	Common Stock	11,870		11,870	D
Stock Options	$30.51							03/03/2026(4)	03/03/2030	Common Stock	10,632		10,632	D
Restricted Stock Units	(1)							(5)	(5)	Common Stock	2,868		2,868	D
Restricted Stock Units	(1)							(6)	(6)	Common Stock	12,097		12,097	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 in three equal annual installments beginning 02/15/24.

3. The Restricted Stock Unit will vest in three equal annual installments beginning 02/15/25.

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

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

6. The Restricted Stock Unit will vest in three equal annual installments beginning 03/14/26.

Remarks:

	/s/ Edward F. Barry, by Connie Egan as Attorney in Fact	02/18/2026
	** 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.
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FAQ

What insider transactions did Capital Bancorp (CBNK) CEO report on February 15, 2026?

Capital Bancorp CEO Barry Edward exercised restricted stock units and reported related tax-withholding share dispositions on February 15, 2026. He converted RSUs into common shares at $0.00 per share and delivered some shares at $31.79 per share to cover tax obligations.

How many Capital Bancorp (CBNK) shares did the CEO acquire through equity awards?

The CEO acquired 2,570 and 2,803 Capital Bancorp common shares via restricted stock unit exercises. These derivative exercises converted RSUs into an equal number of common shares at $0.00 per share, reflecting compensation rather than open-market purchases.

Were the Capital Bancorp (CBNK) insider share dispositions open-market sales?

No, the reported share dispositions were tax-withholding transactions, not open-market sales. Barry Edward delivered 1,296 and 1,278 common shares at $31.79 per share to satisfy tax liabilities triggered by the restricted stock unit exercises.

What is the Capital Bancorp (CBNK) CEO’s direct common stock ownership after these transactions?

After the reported transactions, the CEO directly owned 152,692 Capital Bancorp common shares. This figure reflects exercises of restricted stock units into common stock and the related tax-withholding share deliveries recorded on February 15, 2026.

Does the Capital Bancorp (CBNK) CEO report any indirect ownership of company shares?

Yes, the CEO reports indirect ownership of 220,004 Capital Bancorp common shares held by his spouse. This indirect position is in addition to his directly held 152,692 common shares following the reported equity award transactions.

What do the restricted stock unit terms disclosed for Capital Bancorp (CBNK) indicate?

Each restricted stock unit represents the right to receive one Capital Bancorp common share. The footnotes state that various RSU grants vest in three or four equal annual installments beginning on specified dates, defining when shares will be delivered over time.