[Form 4] Capital Bancorp, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Brera Holdings PLC (Nasdaq: BREA) disclosed that its Board and shareholders have approved a 1-for-10 reverse share split of both its Class A and Class B ordinary shares.

Effective at 5:00 p.m. ET on 25 June 2025, every ten ordinary shares will be consolidated into one share, increasing the nominal value from $0.005 to $0.05. A new constitution reflecting these changes is filed as Exhibit 1.1.

Post-split share counts will be:

• Class A: ~6,338,000 ➜ ~633,800
• Class B: ~17,809,074 ➜ ~1,780,908

Class B shares will continue trading on the Nasdaq Capital Market under the symbol BREA and will begin split-adjusted trading on 26 June 2025 with new CUSIP G13311116.

The action is intended to elevate the bid price above $1.00 and restore compliance with Nasdaq Listing Rule 5550(a)(2), which requires a minimum $1.00 closing bid for at least 10 consecutive business days.

The reverse split proportionally adjusts outstanding equity awards, warrants and convertible preferred shares, with corresponding increases in exercise or conversion prices. No fractional shares will be issued; any fractional entitlements will be rounded up to the nearest whole share. Equiniti Trust Company, LLC will serve as transfer and exchange agent, and both registered and beneficial holders need not take any action.

This Form 6-K is incorporated by reference into the company’s current Form F-3 and two Form S-8 registration statements. A press release dated 24 June 2025 announcing the reverse split is furnished as Exhibit 99.1.

Positive

• Board and shareholder approval secured for a 1-for-10 reverse split, a necessary step to regain compliance with Nasdaq Listing Rule 5550(a)(2).
• No fractional shares will be issued; any partial entitlements are rounded up, simplifying post-split share administration.

Negative

• Reverse split necessity signals the share price was below $1.00, highlighting prior non-compliance risk with Nasdaq minimum bid requirements.

Insights

Financial Analyst

TL;DR: Brera executes 1-for-10 reverse split to regain Nasdaq compliance; neutral to fundamentals, adjusts share count and nominal value.

The filing outlines a straightforward 1-for-10 consolidation of both share classes, reducing outstanding shares to roughly 2.4 million in total. The primary objective is to lift the bid price above the $1.00 threshold mandated by Nasdaq Listing Rule 5550(a)(2). All equity-linked instruments are adjusted proportionally, avoiding dilution. Operationally, no change occurs to business prospects or voting rights, meaning the move is chiefly administrative. Given the absence of financial performance data or strategic shifts, the immediate investment impact is neutral; however, compliance avoids potential delisting, preserving market access and liquidity.

Corporate Governance Expert

TL;DR: Shareholders approved reverse split and amended constitution; action keeps BREA aligned with exchange rules without altering share class rights.

From a governance standpoint, the company obtained requisite shareholder approval at an extraordinary general meeting and filed an amended constitution, demonstrating adherence to proper corporate procedures. The split’s mechanics respect existing rights—no change to voting ratios or dividend preferences—and prevent fractional share complications by rounding up. Leveraging Equiniti as transfer agent and furnishing details via Form 6-K and press release reflect strong disclosure practices. Overall, the measure is procedural rather than transformative, aimed at maintaining exchange listing integrity.

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^*

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)
11/21/2024

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	11/21/2024		P		1,204(1)	A	$27.78	149,893	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
Stock Options	$26.41							12/31/2022(2)	12/31/2026	Common Stock	12,500		12,500	D
Stock Options	$23.54							01/01/2024(2)	01/01/2028	Common Stock	15,351		15,351	D
Stock Options	$24.2							01/01/2025(2)	01/01/2029	Common Stock	11,870		11,870	D
Stock Options	$30.51							03/03/2026(2)	03/03/2030	Common Stock	10,632		10,632	D
Restricted Stock Units	(3)							(4)	(4)	Common Stock	2,570		2,570	D
Restricted Stock Units	(3)							(5)	(5)	Common Stock	5,606		5,606	D
Restricted Stock Units	(3)							(6)	(6)	Common Stock	2,868		2,868	D
Restricted Stock Units	(3)							(7)	(7)	Common Stock	12,097		12,097	D

Explanation of Responses:

1. The purchased shares are pursuant to a broker's dividend reinvestment program that qualifies for small acquisition reporting under Rule 16a-6.

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

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

4. The Restricted Stock Unit will vest in three equal annual installments beginning 02/15/24.

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

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

7. 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	06/18/2025
	** 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

Why is Brera Holdings (BREA) executing a 1-for-10 reverse split?

To raise its Class B share bid price above $1.00 and regain compliance with Nasdaq Listing Rule 5550(a)(2).

When will BREA begin trading on a split-adjusted basis?

26 June 2025, when the market opens on Nasdaq.

How many Brera ordinary shares will be outstanding after the reverse split?

Approximately 633,800 Class A shares and 1,780,908 Class B shares, subject to rounding.

Will shareholders receive fractional shares from BREA’s reverse split?

No. Fractional interests will be rounded up to the nearest whole share.

What Nasdaq rule is Brera Holdings addressing with this action?

Nasdaq Listing Rule 5550(a)(2), requiring a minimum $1.00 closing bid price.

Do shareholders need to take any action regarding the reverse split?

No. The effect will automatically appear in registered accounts and brokerage holdings.