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Forbright, Inc. (FRBT) investor group discloses 9.9% Class A ownership and conversions

(Neutral)
(Neutral)
Form Type
SCHEDULE 13G

Rhea-AI Filing Summary

CB Elevate Aggregator L.P. and affiliated Centerbridge entities report a significant stake in Forbright, Inc. Class A common stock. As of August 14, 2026, CB Elevate directly owns 3,178,251 Class A shares, representing approximately 9.9% of the outstanding Class A common stock, based on 32,103,172 shares outstanding disclosed to them.

This position reflects the acquisition of 1,095,351 Class A shares after June 30, 2026 through the exercise of anti-dilution conversion rights under Forbright’s Amended and Restated Certificate of Incorporation, converting an equal number of Class B shares into Class A. CB Elevate continues to hold 7,214,751 Class B shares that remain convertible into Class A, but further conversions are limited so that CB Elevate cannot beneficially own more than 9.9% of the outstanding Class A stock. As of June 30, 2026, before this conversion, the reporting group beneficially owned 2,082,900 Class A shares, or about 7.2%.

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Class A shares beneficially owned 3,178,251 shares CB Elevate direct ownership as of August 14, 2026
Ownership percentage 9.9% Portion of Forbright Class A common stock beneficially owned by reporting persons
Class A shares outstanding 32,103,172 shares Forbright Class A common stock outstanding as referenced by reporting persons on August 14, 2026
Newly converted Class A shares 1,095,351 shares Class A shares acquired after June 30, 2026 via anti-dilution conversion of Class B
Remaining Class B shares 7,214,751 shares Class B common stock still held by CB Elevate, convertible into Class A
Prior Class A holdings 2,082,900 shares Class A shares beneficially owned as of June 30, 2026, about 7.2% of then-outstanding Class A
Shares outstanding post-IPO baseline 28,939,391 shares Class A shares outstanding following Forbright’s initial public offering, cited from June 11, 2026 prospectus
anti-dilution conversion rights financial
"upon its exercise of anti-dilution conversion rights under the Issuer's Amended"
beneficial ownership financial
"may be deemed to share beneficial ownership over the securities held directly"
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.
Class B common stock financial
"converted an equal number of its Class B common stock into shares of Class"
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
Amended and Restated Certificate of Incorporation regulatory
"under the Issuer's Amended and Restated Certificate of Incorporation, pursuant"
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.
percent of class financial
"percent of class beneficially owned by the Reporting Persons as of August"
Percent of class is the portion of a specific category of securities—such as a company’s common shares, preferred shares, or a bond series—that takes part in or approves a corporate action (vote, consent, tender, etc.). Investors watch this number because it reveals how much support or opposition exists within that particular shareholder group; like counting how many members of a club back a proposal, it can determine whether a plan passes or how influence is distributed.

FAQ

What percentage of Forbright (FRBT) Class A stock does CB Elevate and affiliates own?

CB Elevate and affiliated Centerbridge entities report beneficial ownership of 3,178,251 Class A shares, representing approximately 9.9% of Forbright’s outstanding Class A common stock as of August 14, 2026, based on 32,103,172 shares outstanding.

How did CB Elevate increase its Forbright (FRBT) Class A holdings?

CB Elevate acquired 1,095,351 additional Class A shares after June 30, 2026 by exercising anti-dilution conversion rights, converting an equal number of its Class B common shares into Class A under Forbright’s Amended and Restated Certificate of Incorporation.

What Forbright (FRBT) Class B stake does CB Elevate still hold?

CB Elevate continues to hold 7,214,751 shares of Class B common stock, which remain convertible into Class A shares. However, the governing charter restricts conversions that would cause CB Elevate to beneficially own more than 9.9% of the outstanding Class A common stock.

What was CB Elevate’s Forbright (FRBT) ownership before the recent conversion?

As of June 30, 2026, before exercising anti-dilution conversion rights, the reporting persons beneficially owned 2,082,900 Class A shares, representing approximately 7.2% of Forbright’s outstanding Class A common stock, based on 28,939,391 Class A shares outstanding after the initial public offering.

Which entities are included in the reporting group holding Forbright (FRBT) shares?

The reporting group comprises CB Elevate Aggregator L.P., Centerbridge Special Credit Partners III-Flex, L.P., Centerbridge Special Credit Partners General Partner III, L.P., CSCP III Cayman GP Ltd., and Jeffrey H. Aronson, who may be deemed to share beneficial ownership of shares held by CB Elevate.

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

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Learn about SEC filing dates





34520K105

(CUSIP Number)
06/30/2026

(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




Comment for Type of Reporting Person: The shares of Class A common stock and percent of class reported herein include 1,095,351 shares of Class A common stock acquired by CB Elevate Aggregator L.P. ("CB Elevate") following June 30, 2026 upon its exercise of anti-dilution conversion rights under the Issuer's Amended and Restated Certificate of Incorporation, pursuant to which CB Elevate converted an equal number of its Class B common stock into shares of Class A common stock. 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. CB Elevate continues to hold 7,214,751 shares of Class B common stock that remain convertible into Class A common stock; however, the Issuer's Amended and Restated Certificate of Incorporation prohibits CB Elevate from converting such shares to the extent such conversion would result in CB Elevate beneficially owning more than 9.9% of the outstanding Class A common stock. As of June 30, 2026, prior to such conversion, the Reporting Persons beneficially owned 2,082,900 shares of Class A common stock, representing approximately 7.2% of the outstanding Class A common stock.


SCHEDULE 13G




Comment for Type of Reporting Person: The shares of Class A common stock and percent of class reported herein include 1,095,351 shares of Class A common stock acquired by CB Elevate following June 30, 2026 upon its exercise of anti-dilution conversion rights under the Issuer's Amended and Restated Certificate of Incorporation, pursuant to which CB Elevate converted an equal number of its Class B common stock into shares of Class A common stock. 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. CB Elevate continues to hold 7,214,751 shares of Class B common stock that remain convertible into Class A common stock; however, the Issuer's Amended and Restated Certificate of Incorporation prohibits CB Elevate from converting such shares to the extent such conversion would result in CB Elevate beneficially owning more than 9.9% of the outstanding Class A common stock. As of June 30, 2026, prior to such conversion, the Reporting Persons beneficially owned 2,082,900 shares of Class A common stock, representing approximately 7.2% of the outstanding Class A common stock. Centerbridge Special Credit Partners General Partner III, L.P.


SCHEDULE 13G




Comment for Type of Reporting Person: The shares of Class A common stock and percent of class reported herein include 1,095,351 shares of Class A common stock acquired by CB Elevate following June 30, 2026 upon its exercise of anti-dilution conversion rights under the Issuer's Amended and Restated Certificate of Incorporation, pursuant to which CB Elevate converted an equal number of its Class B common stock into shares of Class A common stock. 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. CB Elevate continues to hold 7,214,751 shares of Class B common stock that remain convertible into Class A common stock; however, the Issuer's Amended and Restated Certificate of Incorporation prohibits CB Elevate from converting such shares to the extent such conversion would result in CB Elevate beneficially owning more than 9.9% of the outstanding Class A common stock. As of June 30, 2026, prior to such conversion, the Reporting Persons beneficially owned 2,082,900 shares of Class A common stock, representing approximately 7.2% of the outstanding Class A common stock.


SCHEDULE 13G




Comment for Type of Reporting Person: The shares of Class A common stock and percent of class reported herein include 1,095,351 shares of Class A common stock acquired by CB Elevate following June 30, 2026 upon its exercise of anti-dilution conversion rights under the Issuer's Amended and Restated Certificate of Incorporation, pursuant to which CB Elevate converted an equal number of its Class B common stock into shares of Class A common stock. 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. CB Elevate continues to hold 7,214,751 shares of Class B common stock that remain convertible into Class A common stock; however, the Issuer's Amended and Restated Certificate of Incorporation prohibits CB Elevate from converting such shares to the extent such conversion would result in CB Elevate beneficially owning more than 9.9% of the outstanding Class A common stock. As of June 30, 2026, prior to such conversion, the Reporting Persons beneficially owned 2,082,900 shares of Class A common stock, representing approximately 7.2% of the outstanding Class A common stock.


SCHEDULE 13G




Comment for Type of Reporting Person: The shares of Class A common stock and percent of class reported herein include 1,095,351 shares of Class A common stock acquired by CB Elevate following June 30, 2026 upon its exercise of anti-dilution conversion rights under the Issuer's Amended and Restated Certificate of Incorporation, pursuant to which CB Elevate converted an equal number of its Class B common stock into shares of Class A common stock. 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. CB Elevate continues to hold 7,214,751 shares of Class B common stock that remain convertible into Class A common stock; however, the Issuer's Amended and Restated Certificate of Incorporation prohibits CB Elevate from converting such shares to the extent such conversion would result in CB Elevate beneficially owning more than 9.9% of the outstanding Class A common stock. As of June 30, 2026, prior to such conversion, the Reporting Persons beneficially owned 2,082,900 shares of Class A common stock, representing approximately 7.2% of the outstanding Class A common stock.


SCHEDULE 13G



CB Elevate Aggregator L.P.
Signature:/s/ Elizabeth Uhl
Name/Title:Elizabeth Uhl, Chief Compliance Officer & Managing Director
Date:08/14/2026
Centerbridge Special Credit Partners III-Flex, L.P.
Signature:/s/ Elizabeth Uhl
Name/Title:Elizabeth Uhl, Chief Compliance Officer & Managing Director
Date:08/14/2026
Centerbridge Special Credit Partners General Partner III, L.P.
Signature:/s/ Elizabeth Uhl
Name/Title:Elizabeth Uhl, Chief Compliance Officer & Managing Director
Date:08/14/2026
CSCP III Cayman GP Ltd.
Signature:/s/ Elizabeth Uhl
Name/Title:Elizabeth Uhl, Chief Compliance Officer & Managing Director
Date:08/14/2026
Jeffrey H. Aronson
Signature:/s/ Jeffrey H. Aronson
Name/Title:Jeffrey H. Aronson
Date:08/14/2026