Forbright (FRBT) insider reports 1.1M-share Class B to Class A conversion cap
Rhea-AI Filing Summary
Forbright, Inc. director Lewis A. Sachs reported an indirect restructuring of holdings through GPC Partners Investments (Elevate) LP. On 2026-08-14, GPC Elevate converted 1,095,351 shares of Class B common stock into an equal number of Class A common shares under anti-dilution conversion rights. Following the conversion, GPC Elevate held 7,744,751 Class B and 3,178,251 Class A shares indirectly. The company’s charter limits conversions so GPC Elevate does not exceed 9.9% beneficial ownership of outstanding Class A stock. Sachs disclaims beneficial ownership except for any pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
2 transactions reported
Mixed
2 txns
Insider
Sachs Lewis A
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Class B Common Stock F1, F2 | 1,095,351 | -- | -- |
| Grant/Award | Class A Common Stock F1, F2 | 1,095,351 | -- | -- |
Holdings After Transaction:
Class B Common Stock — 7,744,751 shares (Indirect, By GPC Partners Investments (Elevate) LP);
Class A Common Stock — 3,178,251 shares (Indirect, By GPC Partners Investments (Elevate) LP)
Footnotes (2)
- F1. Reflects the conversion by GPC Partners Investments (Elevate) LP ("GPC Elevate") of 1,095,351 shares of Class B common stock into an equal number of shares of Class A common stock upon its exercise of anti-dilution conversion rights under the Issuer's Amended and Restated Certificate of Incorporation. Such conversion rights were triggered by the issuance of Class A common stock in the Issuer's initial public offering and certain other dilutive issuances of stock by the Company during the second quarter of 2026. The Issuer's Amended and Restated Certificate of Incorporation prohibits GPC Elevate from converting such shares to the extent that such conversion would result in GPC Elevate beneficially owning more than 9.9% of the outstanding Class A common stock.
- F2. These shares are held by GPC Elevate. Gallatin Point Capital LLC is the manager of funds and accounts invested in GPC Elevate. GPC Partners GP LLC ("GPC GP") is the general partner of GPC Elevate. Gallatin Point Holdings LP is the managing member of GPC GP. The Reporting Person and Matthew Botein are the Co-Founders and Managing Partners of the ultimate parent of Gallatin Point Holdings LP and may be deemed to have voting and investment power over the securities held by GPC Elevate. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, if any, and the inclusion of these securities in this report shall not be deemed an admission that he is a beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.
Key Figures
Class B shares converted: 1,095,351 shares
Class B shares after transaction: 7,744,751 shares
Class A shares after transaction: 3,178,251 shares
+1 more
4 metrics
Class B shares converted
1,095,351 shares
Conversion of Class B into Class A on 2026-08-14 under anti-dilution rights
Class B shares after transaction
7,744,751 shares
Indirect Class B holdings by GPC Elevate following disposition to issuer
Class A shares after transaction
3,178,251 shares
Indirect Class A holdings by GPC Elevate after conversion acquisition
Beneficial ownership cap
9.9%
Charter limit on GPC Elevate’s beneficial ownership of outstanding Class A stock
Key Terms
anti-dilution conversion rights, beneficial ownership, pecuniary interest, Section 16 of the Securities Exchange Act of 1934
4 terms
anti-dilution conversion rights financial
"Reflects the conversion...upon its exercise of anti-dilution conversion rights under the Issuer's Amended"
beneficial ownership financial
"may be deemed to have voting and investment power...disclaims beneficial ownership of the reported"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
pecuniary interest financial
"disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest"
Section 16 of the Securities Exchange Act of 1934 regulatory
"beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934"
A provision of federal securities law that requires company insiders—directors, officers and large shareholders—to publicly report their stock holdings and trades and to surrender any “short-swing” profits from purchases and sales within a six-month window. It acts like a rule that forces leaders to announce their trades and prevents quick buy-sell windfalls, giving investors transparency into insider activity and reducing opportunities for unfair gain.
FAQ
What did Forbright (FRBT) director Lewis A. Sachs report in this Form 4?
Lewis A. Sachs reported an indirect conversion of 1,095,351 Class B shares into 1,095,351 Class A shares for GPC Partners Investments (Elevate) LP, reflecting anti-dilution rights tied to prior Class A issuances.
What is the 9.9% beneficial ownership limit mentioned for FRBT?
Forbright’s charter prohibits GPC Elevate from converting Class B into Class A to the extent such conversion would cause it to beneficially own more than 9.9% of outstanding Class A, effectively capping its Class A ownership level.
AI-generated analysis. How Rhea-AI works. Not financial advice.
