cbnk-20260617
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 17, 2026
CAPITAL BANCORP, INC.
(Exact name of registrant as specified in its charter)
Maryland | 001-38671 | 52-2083046 | ||||||
(State or other jurisdiction of incorporation or organization) | (Commission file number) | (IRS Employer Identification No.) | ||||||
2275 Research Boulevard, Suite 600, Rockville, Maryland 20850
(Address of principal executive offices) (Zip Code)
(301) 468-8848
Registrant’s telephone number, including area code
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | ||||||
| Common Stock, par value $0.01 per share | CBNK | NASDAQ Stock Market | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01. Regulation FD Disclosure.
On June 17, 2026, the Board of Directors of Capital Bancorp, Inc., upon the recommendation of its Nominating and Corporate Governance Committee, unanimously approved submitting governance proposals to stockholders to eliminate the Company's classified board structure and all supermajority voting provisions in the Company's Articles of Incorporation.
If approved by stockholders, directors elected at future annual meetings would be elected for one-year terms, beginning with the next director election. Directors currently serving terms that do not expire at that meeting would continue to serve the remainder of their existing terms. The proposals would also eliminate all supermajority voting requirements in the Company's Articles of Incorporation, including those relating to director removal, amendments to the classified board provisions, and business combinations not approved by the Board under Article X of the Company's Articles of Incorporation, and would make a conforming amendment to the Company's Bylaws.
The proposed amendments will be described in the proxy statement for the applicable stockholder meeting and remain subject to stockholder approval.
The information in this Item 7.01 is furnished and shall not be deemed "filed" under the Securities Exchange Act of 1934, nor incorporated by reference into any filing, except as expressly stated in such filing.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CAPITAL BANCORP, INC. | |||||||||||
| Date: June 17, 2026 | By: /s/ Jacob Dalaya | ||||||||||
| Name: Jacob Dalaya | |||||||||||
| Title: Chief Financial Officer | |||||||||||
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