Forbright, Inc.

This prospectus contains, and future oral and written statements by us and our management may contain, forward-looking statements. These forward-looking statements represent plans, estimates, objectives, goals, guidelines, expectations, intentions, projections and statements of our beliefs concerning future events, business plans, objectives, expected operating results and the assumptions upon which those statements are based. Forward-looking statements include, without limitation, any statement that may predict, forecast, indicate or imply future results, performance or achievements, and are typically identified with words such as “may,” “could,” “should,” “will,” “would,” “believe,” “anticipate,” “estimate,” “expect,” “aim,” “intend,” “plan” or words or phases of similar meaning. We caution that the forward-looking statements are based largely on our expectations and are subject to a number of known and unknown risks and uncertainties that are subject to change based on factors which are, in many instances, beyond our control. Such forward-looking statements are based on various assumptions (some of which may be beyond our control) and are subject to risks and uncertainties, which change over time, and other factors which could cause actual results to differ materially from those currently anticipated. Such risks and uncertainties include, but are not limited to:

•economic conditions that impact the financial services industry and/or our business;

•our ability to manage our credit risk effectively and the potential deterioration of the business and economic conditions in our primary market areas;

•the composition of our loan portfolio;

•our ability to achieve organic loan and deposit growth and the composition of such growth;

•our ability to maintain our bank’s reputation;

•our ability to attract and retain skilled employees and manage changes in our management personnel;

•risks associated with unauthorized access, cyber-crime and other threats to data security;

•our ability to effectively compete with other financial services companies and the effects of competition in the financial services industry on our business;

•our ability to successfully develop and commercialize new or enhanced products and services;

•changes in the demand for our products and services;

•the sufficiency of our capital, including sources of capital and the extent to which we may be required to raise additional capital to meet our goals;

•the effectiveness of our risk management and internal disclosure controls and procedures;

•our access to sources of liquidity and capital to address our liquidity needs;

•the effects of the failure of any component of our business infrastructure provided by a third-party;

•any failure or interruption of our information and communications systems;

•the impact of, and changes in applicable laws, regulations and accounting standards and policies;

•the effects of geopolitical instability, including war, terrorist attacks, and man-made and natural disasters;

•our ability to keep pace with technological changes;

•the effects of problems encountered by other financial institutions; and

•the other risks and uncertainties described under “Risk Factors.”

All such factors are difficult to predict, contain uncertainties that may materially affect actual results and may be beyond our control. New factors emerge from time to time, and it is not possible for management to predict all such factors or to assess the impact of each such factor on the Company. Any forward-looking statement speaks only as of the date on which such statement is made, and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made except as required by the federal securities laws.

If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, our actual results may vary materially from what we may have expressed or implied by these forward-looking statements. We caution that you should not place undue reliance on any of our forward-looking statements. You should specifically consider the factors identified in this prospectus that could cause actual results to differ before making an investment decision to purchase our Class A common stock. Furthermore, new risks and uncertainties arise from time to time, and it is impossible for us to predict those events or how they may affect us.