Capital Bancorp Inc
For the period ended Dec 31, 2025. Filed Mar 16, 2026.
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FY2025 · Filed Mar 16, 2026
CBNK$42.75+0.8%Stored close · as of Nov 9, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 16. FORM 10-K SUMMARY
None.
INDEX TO EXHIBITS
| Exhibit Number | Description | |
| 2.1 | Agreement and Plan of Merger and Reorganization, dated March 27, 2024, by and between the Company and Integrated Financial Holdings Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed on April 1, 2024) | |
| 3.1 | Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed on May 23, 2023) | |
| 3.2 | Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s Form 8-K filed on May 23, 2023) | |
| 4.1 | Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Form S-1/A filed on September 17, 2018) | |
| 4.2 | Description of Registrant’s Securities (incorporated by reference to Exhibit 4.2 to the Company’s Form 10-K filed on March 16, 2020) | |
| 4.3 | Long-term borrowing instruments are omitted pursuant to Item 601(b)(4)(iii) of Regulation S-K. The Company undertakes to furnish copies of such instruments to the SEC upon request. | |
| 10.1 | Capital Bancorp, Inc. Amended and Restated 2017 Stock and Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed with the SEC on November 17, 2023) | |
| 10.2 | Form of Restricted Stock Award Agreement under the Capital Bancorp, Inc. 2017 Stock and Incentive Compensation Plan (incorporated by reference to Exhibit 10.2 to the Company’s Form S-1/A filed on September 17, 2018) | |
| 10.3 | Form of Non-Qualified Stock Option Award Agreement under the Capital Bancorp, Inc. 2017 Stock and Incentive Compensation Plan (incorporated by reference to Exhibit 10.5 to the Company’s Form S-1/A filed on September 17, 2018) | |
| 10.4 | Form of Stock Appreciation Right Award Agreement under the Capital Bancorp, Inc. 2017 Stock and Incentive Compensation Plan (incorporated by reference to Exhibit 10.6 to the Company’s Form S-1/A filed on September 17, 2018) | |
| 10.5 | Form of Amended and Restated 2017 Stock and Incentive Plan Incentive Stock Option Award Agreement for Executive Officers (incorporated by reference to Exhibit 10.7 to the Company’s Annual Report on Form 10-K filed on March 15, 2024) | |
| 10.6 | Form of Amended and Restated 2017 Stock and Incentive Compensation Plan Restricted Stock Unit Award Agreement for Executive Officers (incorporated by reference to Exhibit 10.8 to the Company’s Annual Report on Form 10-K filed on March 15, 2024) | |
| 10.7 | Employment Agreement dated January 1, 2022 between Capital Bank, N.A. and Scot R. Browning (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on January 6. 2022) | |
| 10.8 | Amendment to Employment Agreement, dated April 13, 2023, between Capital Bank, N.A. and Scot R. Browning (incorporated by reference to Exhibit 10.10 to the Company’s Annual Report on Form 10-K filed on March 15, 2024) | |
| 10.9 | Employment Contract, dated April 30, 2018, by and among Capital Bank, N.A. and Karl F. Dicker (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2020, filed on May 11, 2020) | |
| 10.10 | Nonqualified Deferred Compensation Plan dated January 1, 2021 (incorporated by reference to Exhibit 10.12 to the Company’s Annual Report on Form 10-K filed on March 15, 2024) | |
| 10.11 | Employment Agreement, effective June 29, 2022 between Capital Bank, N.A. and Edward F. Barry (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on July 1, 2022) | |
| 10.12 | Employment Agreement, effective October 11, 2022 between Capital Bank, N.A. and Steven Poynot (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on October 11, 2022) | |
| 10.13 | Amendment to Employment Agreement, dated April 13, 2023, between Capital Bank, N.A. and Steven Poynot (incorporated by reference to Exhibit 10.15 to the Company’s Annual Report on Form 10-K filed on March 15, 2024) | |
| 10.14 | Second Amendment to Employment Agreement, dated May 5, 2025, between Capital Bank, N.A. and Steven Poynot (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on May 9, 2025) | |
| 10.15 | Employment Agreement, dated July 15, 2024, between Capital Bank, N.A. and Dominic Canuso (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on July 8, 2024) | |
| 10.16 | First Amendment to Employment Agreement, dated May 5, 2025, between Capital Bank, N.A. and Dominic Canuso (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on May 9, 2025) | |
| 10.17 | Amended and Restated Employment Agreement, dated as of September 17, 2024, by and between Michael Breckheimer and Windsor Advantage, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on October 1, 2024) | |
| 10.18 | Employment Agreement, dated November 14, 2025, between Capital Bank, N.A. and Jacob “Jake” Dalaya (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on November 14, 2025) | |
| 10.19 | Employment Agreement, effective January 1, 2026 between Capital Bank, N.A. and Edward F. Barry (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on December 31, 2025) | |
| 10.20 | Employment Agreement, dated February 6, 2026, between Capital Bank, N.A., Capital Bancorp, Inc. and Steven Poynot (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on February 10, 2026) |
| 19.1 | Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Company’s Annual Report on Form 10-K filed on March 17, 2025) |
| 21.0 | Subsidiaries of Capital Bancorp, Inc. (reference is made to “Item 1. Business” for the required information) |
| 23.1 | Consent of Elliott Davis, PLLC |
| 31.1 | Rule 13a-14(a) Certification of the Principal Executive Officer |
| 31.2 | Rule 13a-14(a) Certification of the Principal Financial Officer |
| 32.1 | Section 1350 Certification of Principal Executive Officer and Principal Financial Officer |
| 97.1 | Compensation Recovery Policy (incorporated by reference to Exhibit 97.1 to the Company’s Annual Report on Form 10-K filed on March 15, 2024) |
| 101 | The following materials from the Annual Report on Form 10-K of Capital Bancorp, Inc. for the year ended December 31, 2025, formatted in eXtensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statement of Changes in Shareholders’ Equity, (v) Consolidated Statements of Cash Flows and (vi) Notes to Consolidated Financial Statements. |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| CAPITAL BANCORP, INC. | |
| Date: March 16, 2026 | By: /s/ Edward F. Barry |
|---|---|
| Name: Edward F. Barry | |
| Title: Chief Executive Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature | Title | Date | |||
|---|---|---|---|---|---|
| By: | /s/ Edward F. Barry | Chief ExecutiveOfficer and Director(Principal Executive Officer) | March 16, 2026 | ||
| Edward F. Barry | |||||
| By: | /s/ Jacob Dalaya | Executive Vice PresidentChief Financial Officer | March 16, 2026 | ||
| Jacob Dalaya | |||||
| (Principal Financial Officer) | |||||
| By: | /s/ Jerome R. Bailey | Director | March 16, 2026 | ||
| Jerome R. Bailey | |||||
| By: | /s/ Joshua Bernstein | Director | March 16, 2026 | ||
| Joshua Bernstein | |||||
| By: | /s/ C. Scott Brannan | Director | March 16, 2026 | ||
| C. Scott Brannan | |||||
| By: | /s/ Scot. R. Browning | Director | March 16, 2026 | ||
| Scot R. Browning | |||||
| By: | /s/ Mark Caplan | Director | March 16, 2026 | ||
| Mark Caplan | |||||
| By: | /s/ Randall J. Levitt | Director | March 16, 2026 | ||
| Randall J. Levitt | |||||
| By: | /s/ Fred J. Lewis | Director | March 16, 2026 |
|---|---|---|---|
| Fred J. Lewis | |||
| By: | /s/ Marc McConnell | Director | March 16, 2026 |
| Marc McConnell | |||
| By: | /s/ Deborah Ratner Salzberg | Director | March 16, 2026 |
| Deborah Ratner Salzberg | |||
| By: | /s/ Steven J. Schwartz | Chairman of the Board of Directors | March 16, 2026 |
| Steven J. Schwartz | |||
| By: | /s/ Mary Ann Scully | Director | March 16, 2026 |
| Mary Ann Scully | |||
| By: | /s/ James F. Whalen | Director | March 16, 2026 |
| James F. Whalen | |||
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