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Forbright director reports 148,256-share conversion

GPC Elevate's conversion rights were triggered by certain dilutive Class A issuances during the third quarter of 2026.

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Form Type
4

Rhea-AI Filing Summary

Forbright, Inc. (FRBT) director Lewis A. Sachs reported an indirect conversion by GPC Partners Investments (Elevate) LP of 148,256 shares of Class B Common Stock into an equal number of Class A Common Stock shares on October 19, 2026. The anti-dilution conversion rights were triggered by certain dilutive Class A issuances during the third quarter of 2026. After the conversion, GPC Elevate held 7,596,495 Class B shares and 3,326,507 Class A shares. Sachs and Matthew Botein, Co-Founders and Managing Partners of the ultimate parent of Gallatin Point Holdings LP, may be deemed to have voting and investment power over GPC Elevate's securities; Sachs disclaims beneficial ownership except to the extent of any pecuniary interest.

Insider Sachs Lewis A
Role Director
Type Security Shares Price Value
Disposition Class B Common Stock F1, F2 148,256 -- --
Grant/Award Class A Common Stock F1, F2 148,256 -- --
Holdings After Transaction: Class B Common Stock — 7,596,495 shares (Indirect, By GPC Partners Investments (Elevate) LP); Class A Common Stock — 3,326,507 shares (Indirect, By GPC Partners Investments (Elevate) LP)
Footnotes (2)
  1. F1. Reflects the conversion by GPC Partners Investments (Elevate) LP ("GPC Elevate") of 148,256 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 certain dilutive issuances of Class A common stock by the Company during the third 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.
  2. 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.
Class B Common Stock converted 148,256 shares GPC Elevate conversion on October 19, 2026
Class A Common Stock acquired 148,256 shares Equal shares received on October 19, 2026
Class B Common Stock held after transaction 7,596,495 shares GPC Elevate's reported position following the conversion
Class A Common Stock held after transaction 3,326,507 shares GPC Elevate's reported position following the conversion
Beneficial ownership limit 9.9% Limit on conversion resulting in ownership of outstanding Class A common stock
anti-dilution conversion rights technical
"exercise of anti-dilution conversion rights under the Issuer's"
beneficially owning regulatory
"beneficially owning more than 9.9% of the outstanding Class A common stock"
Beneficially owning a security means you have the economic rights and practical power over shares even if they’re held in another name—you can receive dividends, sell the shares, or direct how they’re voted. Think of it like renting a car: you may not hold the title, but you control and use it. For investors, beneficial ownership reveals who actually controls or benefits from a company’s stock and is used in regulatory disclosure and voting calculations.
pecuniary interest financial
"except to the extent of his pecuniary interest therein, if any"
Amended and Restated Certificate of Incorporation regulatory
"Issuer's Amended and Restated Certificate of Incorporation"
A company’s amended and restated certificate of incorporation is an updated version of its foundational legal charter that replaces the older document and folds in all changes into one clear copy; it spells out corporate structure, classes of stock, shareholder rights and key governance rules. Investors care because it can change who controls the company, how votes are counted, what claims shareholders have on assets or dividends, and can introduce or remove protections against takeovers—like updating a house title after a major renovation to show who owns what and under what rules.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What shares did FRBT report being converted?

GPC Partners Investments (Elevate) LP converted 148,256 shares of Class B Common Stock into an equal number of Class A Common Stock shares on October 19, 2026.

What limit applied to the FRBT share conversion?

The conversion rights prohibit GPC Elevate from converting shares to the extent doing so would result in it beneficially owning more than 9.9% of the outstanding Class A common stock.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SEC Form 4
FORM 4UNITED 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*
Sachs Lewis A

(Last)(First)(Middle)
4445 WILLARD AVENUE, SUITE 1000

(Street)
CHEVY CHASE MARYLAND 20815

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Forbright, Inc. [ FRBT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
10/19/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Class B Common Stock10/19/2026D(1)148,256D(1)7,596,495IBy GPC Partners Investments (Elevate) LP(2)
Class A Common Stock10/19/2026A(1)148,256A(1)3,326,507IBy GPC Partners Investments (Elevate) LP(2)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Reflects the conversion by GPC Partners Investments (Elevate) LP ("GPC Elevate") of 148,256 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 certain dilutive issuances of Class A common stock by the Company during the third 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.
2. 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.
/s/ Lewis A. Sachs10/21/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

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