Joshua Bernstein reports a significant ownership stake in Capital Bancorp, Inc. He beneficially owns 873,536 shares of Capital Bancorp common stock, representing 5.3% of the company’s outstanding shares based on 16,373,288 shares outstanding as of December 31, 2025.
The position includes 89,828 shares held directly, plus indirect holdings through Bernstein Fund Limited Partnership, SandBern Ventures, LLC, and shares held in his late father’s estate. It also includes 2,108 shares underlying stock options exercisable within 60 days of December 31, 2025, while 7,478 unvested option and restricted stock unit shares are excluded.
How many Capital Bancorp (CBNK) shares does Joshua Bernstein beneficially own?
Joshua Bernstein beneficially owns 873,536 Capital Bancorp common shares. This total combines directly held stock, interests through investment entities, estate-related holdings, and 2,108 option shares exercisable within 60 days of December 31, 2025, excluding 7,478 unvested option and restricted stock unit shares.
What percentage of Capital Bancorp (CBNK) does Joshua Bernstein own?
Joshua Bernstein beneficially owns 5.3% of Capital Bancorp’s common stock. This percentage is calculated using 16,373,288 Capital Bancorp common shares outstanding as of December 31, 2025, and reflects only vested and exercisable holdings, excluding 7,478 unvested option and restricted stock unit shares.
How are Joshua Bernstein’s Capital Bancorp (CBNK) shares held?
Joshua Bernstein’s stake is split between directly and indirectly held shares. He owns 89,828 shares directly, plus shares held through Bernstein Fund Limited Partnership, SandBern Ventures, LLC, his late father’s estate, and 2,108 shares underlying options exercisable within 60 days of December 31, 2025.
What Capital Bancorp (CBNK) options and RSUs are excluded from Joshua Bernstein’s ownership?
Joshua Bernstein’s reported ownership excludes 7,478 Capital Bancorp shares underlying options and restricted stock units. These awards are subject to vesting conditions, so they are not counted in the 873,536 shares or the 5.3% beneficial ownership reported as of December 31, 2025.
What share count was used to calculate Joshua Bernstein’s 5.3% Capital Bancorp stake?
The 5.3% ownership figure is based on 16,373,288 Capital Bancorp common shares outstanding. This share count is stated as of December 31, 2025 and is used as the denominator in determining Joshua Bernstein’s beneficial ownership percentage.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 6)
CAPITAL BANCORP, INC.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
139737100
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
139737100
1
Names of Reporting Persons
Joshua Bernstein
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
91,936.00
6
Shared Voting Power
781,600.00
7
Sole Dispositive Power
91,936.00
8
Shared Dispositive Power
781,600.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
873,536.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.3 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
CAPITAL BANCORP, INC.
(b)
Address of issuer's principal executive offices:
2275 Research Boulevard, Suite 600, Rockville, Maryland, 20850
Item 2.
(a)
Name of person filing:
Joshua Bernstein
(b)
Address or principal business office or, if none, residence:
2275 Research Boulevard, Suite 600, Rockville, MD 20850
(c)
Citizenship:
Mr. Bernstein is an individual residing in the District of Columbia.
(d)
Title of class of securities:
Common Stock, par value $.01 per share
(e)
CUSIP No.:
139737100
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The aggregate number of shares of common stock, par value $0.01 per share ("Common Stock") owned by the reporting person is 873,536. 89,828 shares of Common Stock directly held by the reporting person over which the reporting person has sole voting and dispositive power, 303,200 shares of Common Stock held by the Bernstein Fund Limited Partnership, (the reporting person owns 16.7%) over which the reporting person shares voting and dispositive power, 154,400 shares of Common Stock held by SandBern Ventures, LLC (the reporting person owns 66.67%) over which the reporting person shares voting and dispositive power, 324,000 shares of Common Stock held by the reporting person's deceased father, through whom he is executor of his estate and over which the reporting person shares voting and dispositive power, and 2,108 shares of Common Stock underlying options that are currently exercisable within 60 days of December 31, 2025 that the reporting person is deemed to have sole voting and dispositive power. This amount excludes 7,478 shares of Common Stock underlying options and restricted stock units that are subject to vesting.
(b)
Percent of class:
The aggregate percentage of the shares of Common Stock outstanding beneficially owned by the reporting person is 5.3% which is based on 16,373,288 shares Common Stock outstanding as of December 31, 2025. This percentage excludes 7,478 shares of Common Stock underlying options and restricted stock units that are subject to vesting.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
91,936
(ii) Shared power to vote or to direct the vote:
781,600
(iii) Sole power to dispose or to direct the disposition of:
91,936
(iv) Shared power to dispose or to direct the disposition of:
781,600
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
