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Forbright (FRBT) investor group discloses 9.9% Class A ownership cap

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(Neutral)
Form Type
SCHEDULE 13G

Rhea-AI Filing Summary

Forbright, Inc. received an ownership report from GPC Partners Investments (Elevate) LP and related Gallatin Point entities and principals Matthew B. Botein and Lewis A. (Lee) Sachs. As of August 14, 2026, GPC Elevate directly holds 3,178,251 shares of Class A common stock, representing 9.9% of the outstanding Class A shares based on 32,103,172 shares outstanding. This stake includes 1,095,351 Class A shares obtained after June 30, 2026 through anti-dilution conversion rights, under which an equal number of Class B shares were converted into Class A following the company’s initial public offering and other dilutive issuances. GPC Elevate still holds 7,744,751 Class B shares that are convertible into Class A, but the charter restricts conversions that would increase its beneficial ownership above 9.9%. As of June 30, 2026, before this conversion, the group beneficially owned 2,082,900 Class A shares, or 7.2% based on 28,939,391 Class A shares then outstanding.

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Class A shares beneficially owned 3,178,251 shares Held directly by GPC Elevate as of August 14, 2026
Beneficial ownership percentage 9.9% Portion of outstanding Class A common stock held by reporting group
Class A shares outstanding 32,103,172 shares Class A common stock outstanding used to compute 9.9% stake
Anti-dilution Class A shares acquired 1,095,351 shares Class A shares received by converting an equal number of Class B shares
Remaining Class B shares 7,744,751 shares Class B common stock still held and convertible into Class A
Prior Class A holdings 2,082,900 shares Beneficially owned as of June 30, 2026 before conversion
Prior ownership percentage 7.2% Stake in Class A based on 28,939,391 shares outstanding after IPO
Prior Class A shares outstanding 28,939,391 shares Class A outstanding following Forbright’s initial public offering
beneficially owned financial
"As of August 14, 2026, GPC Elevate directly owns 3,178,251 shares of Class A common stock of the Issuer, representing approximately 9.9% of the outstanding Class A common stock."
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.
anti-dilution conversion rights financial
"acquired by GPC Elevate following June 30, 2026 upon its exercise of anti-dilution conversion rights under the Issuer's Amended and Restated Certificate"
Amended and Restated Certificate of Incorporation regulatory
"upon its exercise of anti-dilution conversion rights under the 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.
Class B common stock financial
"pursuant to which GPC Elevate converted an equal number of its Class B common stock into shares of Class A common stock"
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.
percent of class financial
"The percent of class beneficially owned by the Reporting Persons as of August 14, 2026 is based upon 32,103,172 shares of Class A common stock outstanding"
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 ownership stake in Forbright, Inc. (FRBT) does GPC Elevate report?

GPC Elevate reports owning 3,178,251 Class A shares of Forbright, Inc., representing 9.9% of the outstanding Class A common stock, based on 32,103,172 shares outstanding as of August 14, 2026, as disclosed to the reporting group.

How did GPC Elevate’s Forbright (FRBT) Class A holdings change in 2026?

After June 30, 2026, GPC Elevate acquired 1,095,351 Class A shares by converting an equal number of Class B shares under anti-dilution rights. Before this, it beneficially owned 2,082,900 Class A shares, or 7.2% of Class A based on 28,939,391 shares outstanding.

What limits apply to GPC Elevate’s conversions of Forbright (FRBT) Class B stock?

GPC Elevate holds 7,744,751 Class B shares that remain convertible into Class A. However, Forbright’s Amended and Restated Certificate of Incorporation prohibits conversions that would cause GPC Elevate to beneficially own more than 9.9% of the outstanding Class A common stock.

Who are the reporting persons in the Forbright (FRBT) Schedule 13G?

The reporting group comprises GPC Elevate, Gallatin Point Capital LLC, GPC Partners GP LLC, Gallatin Point Holdings LP, and individuals Matthew B. Botein and Lewis A. (Lee) Sachs, who collectively have voting and dispositive power over the shares held by GPC Elevate.

What is the basis for the 9.9% Forbright (FRBT) ownership calculation?

The 9.9% beneficial ownership figure is calculated using 3,178,251 Class A shares held by GPC Elevate and a total of 32,103,172 Class A shares outstanding, a share count that Forbright disclosed to the reporting persons as of August 14, 2026.

How did Forbright’s (FRBT) IPO affect GPC Elevate’s share conversions?

The company’s initial public offering, along with other dilutive stock issuances in Q2 2026, triggered GPC Elevate’s anti-dilution conversion rights, allowing conversion of 1,095,351 Class B shares into an equal number of Class A shares under the charter’s terms.

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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 GPC Partners Investments (Elevate) LP ("GPC 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 GPC 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. GPC Elevate continues to hold 7,744,751 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 GPC Elevate from converting such shares to the extent such conversion would result in GPC 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 GPC 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 GPC 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. GPC Elevate continues to hold 7,744,751 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 GPC Elevate from converting such shares to the extent such conversion would result in GPC 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 GPC 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 GPC 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. GPC Elevate continues to hold 7,744,751 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 GPC Elevate from converting such shares to the extent such conversion would result in GPC 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 GPC 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 GPC 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. GPC Elevate continues to hold 7,744,751 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 GPC Elevate from converting such shares to the extent such conversion would result in GPC 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 GPC 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 GPC 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. GPC Elevate continues to hold 7,744,751 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 GPC Elevate from converting such shares to the extent such conversion would result in GPC 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 GPC 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 GPC 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. GPC Elevate continues to hold 7,744,751 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 GPC Elevate from converting such shares to the extent such conversion would result in GPC 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



GPC Partners Investments (Elevate) LP
Signature:/s/ Lewis A. (Lee) Sachs
Name/Title:Managing Partner of Manager of General Partner
Date:08/14/2026
Gallatin Point Capital LLC
Signature:/s/ Lewis A. (Lee) Sachs
Name/Title:Managing Partner of Manager
Date:08/14/2026
GPC Partners GP LLC
Signature:/s/ Lewis A. (Lee) Sachs
Name/Title:Managing Partner of Manager
Date:08/14/2026
Gallatin Point Holdings LP
Signature:/s/ Lewis A. (Lee) Sachs
Name/Title:Managing Partner
Date:08/14/2026
Botein Matthew
Signature:/s/ Matthew Botein
Name/Title:Matthew Botein
Date:08/14/2026
Sachs Lewis A
Signature:/s/ Lewis A. (Lee) Sachs
Name/Title:Lewis A. (Lee) Sachs
Date:08/14/2026