Investor James F. Whalen holds 6% of Capital Bancorp (CBNK) shares

Rhea-AI Filing Summary

Capital Bancorp, Inc. investor James F. Whalen reports beneficial ownership of 982,716 shares of common stock, representing 6.0% of the class based on 16,373,288 shares outstanding as of December 31, 2025.

The stake includes shares he holds directly, through a revocable trust, an IRA, family LLCs, and 7,566 shares underlying options exercisable within 60 days, while 8,150 additional option and restricted stock unit shares that are still subject to vesting are excluded.

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

James F. Whalen

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 736,665.00
6	Shared Voting Power 246,051.00
7	Sole Dispositive Power 736,665.00
8	Shared Dispositive Power 246,051.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

982,716.00

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)

6.0 %

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: James F. Whalen
(b)	Address or principal business office or, if none, residence: 2275 Research Boulevard, Suite 600, Rockville, MD 20850
(c)	Citizenship: Mr. Whalen is an individual residing in the State of Maryland.
(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 982,716. 2,145 shares of Common Stock directly held by the reporting person over which the reporting person has sole voting and dispositive power, 668,554 shares of Common Stock held by the James F. Whalen Revocable Trust over which the reporting person has sole voting and dispositive power, 58,400 shares of Common Stock held by IRA over which the reporting person has sole voting and dispositive power, 240,409 shares of Common Stock held by the Whalen Family, LLC over which the reporting person shares voting and dispositive power, 2,821 shares of Common Stock held by NMW Investments, LLC over which the reporting person shares voting and dispositive power, 2,821 shares of Common Stock held by KAW Investments, LLC over which the reporting person shares voting and dispositive power and 7,566 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 8,150 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 6.0% which is based on 16,373,288 shares of Common Stock outstanding as of December 31, 2025. This percentage excludes 8,150 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: 736,665
	(ii) Shared power to vote or to direct the vote: 246,051
	(iii) Sole power to dispose or to direct the disposition of: 736,665
	(iv) Shared power to dispose or to direct the disposition of: 246,051
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.

James F. Whalen

Signature:	/s/ James F. Whalen
Name/Title:	James F. Whalen
Date:	02/13/2026

FAQ

What ownership stake does James F. Whalen report in Capital Bancorp (CBNK)?

James F. Whalen reports beneficial ownership of 982,716 Capital Bancorp shares, equal to 6.0% of the common stock. This percentage is calculated using 16,373,288 shares outstanding as of December 31, 2025, and reflects shares held directly, indirectly, and via exercisable options.

How is James F. Whalen’s 982,716-share Capital Bancorp (CBNK) position structured?

Whalen’s 982,716-share position combines 2,145 shares held directly, 668,554 via a revocable trust, 58,400 in an IRA, several family LLC holdings, and 7,566 shares underlying options exercisable within 60 days, giving him varying levels of voting and dispositive power across these entities.

What percentage of Capital Bancorp (CBNK) does 982,716 shares represent?

The 982,716 shares beneficially owned by James F. Whalen represent 6.0% of Capital Bancorp’s common stock. This calculation is based on 16,373,288 shares outstanding as of December 31, 2025, as disclosed in the ownership section of the Schedule 13G/A filing.

Does James F. Whalen’s Capital Bancorp (CBNK) stake include stock options or RSUs?

Yes, Whalen’s reported stake includes 7,566 shares underlying stock options exercisable within 60 days of December 31, 2025. It specifically excludes 8,150 additional shares underlying options and restricted stock units that remain subject to vesting and therefore are not counted in the beneficial ownership total.

What voting and dispositive powers does James F. Whalen report over Capital Bancorp (CBNK) shares?

Whalen reports sole voting and dispositive power over 736,665 Capital Bancorp shares and shared voting and dispositive power over 246,051 shares. These powers reflect direct holdings and positions held through a revocable trust, an IRA, and various family investment LLCs.

On what date is James F. Whalen’s Capital Bancorp (CBNK) ownership measured?

James F. Whalen’s 6.0% beneficial ownership in Capital Bancorp is measured as of December 31, 2025. The number of shares outstanding on that date, 16,373,288, is used to calculate his percentage ownership disclosed in the Schedule 13G/A amendment.