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Capital Bancorp Inc. (CBNK) reports that James F. Whalen beneficially owned 982,786 shares of its common stock, equal to 6.0% of the class based on 16,328,648 shares outstanding as of September 30, 2026. The reported total includes 5,816 shares underlying options exercisable within 60 days.
On September 29, 2026, Whalen entered into a Voting and Support Agreement with Peoples Bancorp Inc. in connection with its merger agreement with Capital Bancorp. He agreed to vote all shares he beneficially owned for approval of the merger agreement and against competing acquisition proposals. He also agreed not to transfer or dispose of those shares without Peoples Bancorp’s prior consent, subject to limited exceptions. Whalen may be deemed to share voting and dispositive power over the shares with Peoples Bancorp.
Key Figures
Beneficially owned shares:982,786 sharesPercentage of class:6.0%Common shares outstanding:16,328,648 shares+2 more
5 metrics
Beneficially owned shares982,786 sharesJames F. Whalen's reported aggregate as of September 30, 2026
Percentage of class6.0%Based on 16,328,648 common shares outstanding as of September 30, 2026
Common shares outstanding16,328,648 sharesAs of September 30, 2026
Shares underlying exercisable options5,816 sharesOptions currently exercisable within 60 days of September 30, 2026
Options and restricted stock units subject to vesting15,001 sharesExcluded from the reported beneficial ownership percentage
Key Terms
beneficially owned, Voting and Support Agreement, shared voting and dispositive power, restricted stock units
4 terms
beneficially ownedfinancial
"982,786 shares beneficially owned"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
Voting and Support Agreementregulatory
"entered into a Voting and Support Agreement with PEBO"
A voting and support agreement is a contract in which certain shareholders promise to vote their shares a specific way and back particular corporate actions, such as a sale, merger, or management proposal. It matters to investors because it creates predictability about the outcome of important votes—similar to a small group agreeing in advance to vote the same way—so it can lock in control, affect deal certainty and influence a stock’s market reaction.
shared voting and dispositive powerregulatory
"may be deemed to share voting and dispositive power"
restricted stock unitsfinancial
"options and restricted stock units that are subject to vesting"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How many CBNK shares did James F. Whalen beneficially own?
James F. Whalen reported beneficial ownership of 982,786 CBNK common shares, equal to 6.0% of the class. The percentage is based on 16,328,648 common shares outstanding as of September 30, 2026.
What did James F. Whalen agree to under the CBNK voting and support agreement?
Whalen agreed to vote his CBNK shares in favor of approving the merger agreement with Peoples Bancorp Inc. and against competing acquisition proposals. He also agreed not to transfer or dispose of the shares without Peoples Bancorp’s prior consent, subject to limited exceptions.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 7)
CAPITAL BANCORP, INC.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
139737100
(CUSIP Number)
09/30/2026
(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)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
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
0.00
6
Shared Voting Power
982,786.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
982,786.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
982,786.00
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 982,786. 3,965 shares of Common Stock directly held by the reporting person over which the reporting person has shared voting and dispositive power, 668,554 shares of Common Stock held by the James F. Whalen Revocable Trust over which the reporting person has shared voting and dispositive power, 58,400 shares of Common Stock held by IRA over which the reporting person has shared 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 5,816 shares of Common Stock underlying options that are currently exercisable within 60 days of September 30, 2026 that the reporting person is deemed to have shared voting and dispositive power. This amount excludes 15,001 shares of Common Stock underlying options and restricted stock units that are subject to vesting.
On September 29, 2026, in connection with the Agreement and Plan of Merger (the "Merger Agreement") entered into by and between Peoples Bancorp Inc. ("PEBO") and Capital Bancorp, Inc. ("CBNK"), the Reporting Person entered into a Voting and Support Agreement with PEBO (the "Support Agreement"). Pursuant to the Support Agreement, the Reporting Person agreed, among other things, to vote all shares of CBNK common stock beneficially owned by the Reporting Person in favor of the approval of the Merger Agreement and against any competing acquisition proposal, and agreed not to transfer or dispose of such shares without the prior consent of PEBO, subject to certain limited exceptions.
As a result of the Support Agreement, the Reporting Person may be deemed to share voting and dispositive power over the 982,786 shares of CBNK common stock subject to the Support Agreement with PEBO. Neither the filing of this Amendment to Schedule 13G nor any of its contents shall be deemed to constitute an admission that the Reporting Person and PEBO constitute a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, and the Reporting Person expressly disclaims membership in any such group.
(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 16,328,648 shares of Common Stock outstanding as of September 30, 2026. This percentage excludes 15,001 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:
0
(ii) Shared power to vote or to direct the vote:
982,786
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
982,786
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.
