Capital Bancorp Inc — Director's Dealing 2024

Oct 2, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Capital Bancorp Inc (CBNK)
CIK: 0001419536
Period of Report: 2024-10-01

Reporting Person: BRECKHEIMER MICHAEL (SVP, Head of Windsor Advantage)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-10-01	Common Stock	A	16446	—	Acquired	16446	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-10-01	Stock Options	$13.37	A	2423	Acquired	2030-01-22	Common Stock (2423)	Direct
2024-10-01	Stock Options	$8.77	A	1211	Acquired	2030-05-20	Common Stock (1211)	Direct
2024-10-01	Stock Options	$14.82	A	3231	Acquired	2031-01-28	Common Stock (3231)	Direct
2024-10-01	Stock Options	$19.18	A	3231	Acquired	2032-01-27	Common Stock (3231)	Direct
2024-10-01	Stock Options	$16.09	A	1615	Acquired	2033-09-20	Common Stock (1615)	Direct
2024-10-01	Stock Options	$17.95	A	1615	Acquired	2034-01-24	Common Stock (1615)	Direct
2024-10-01	Restricted Stock Units	$	A	23102	Acquired		Common Stock (23102)	Direct

Footnotes

F1: Received pursuant to the merger agreement between Capital Bancorp, Inc. ("CBNK") and Integrated Financial Holdings, Inc. ("IFHI"), dated March 27, 2024 (the "Merger Agreement"), pursuant to which IFHI was merged with and into CBNK ("Merger") on October 1, 2024 (the "Effective Time"). Pursuant to the Merger Agreement, as of the Effective Time, (i) each issued and outstanding share of IFHI common stock converted into the right to receive 1.115 shares of CBNK common stock, $5.36 in cash and cash in lieu of fractional shares (the "Merger Consideration"), (ii) each outstanding share of IFHI common stock subject to a restricted stock award fully vested and was cancelled and converted automatically into the right to receive the Merger Consideration in respect of each share of IFHI common stock underlying such award, less applicable tax withholdings and (iii) each option to purchase IFHI common stock was converted into an option to purchase CBNK common stock.

F2: On the trading day immediately preceding Effective Date, the closing price of IFHI's common stock was $33.90 per share and the closing price of CBNK's common stock was $25.71 per share.

F3: Received in the Merger in exchange for an employee stock option to acquire 1,500 shares of IFHI common stock for $21.60 per share. The stock options vest 100% on October 1, 2024.

F4: Received in the Merger in exchange for an employee stock option to acquire 750 shares of IFHI common stock for $14.18 per share. The stock options vest 100% on October 1, 2024.

F5: Received in the Merger in exchange for an employee stock option to acquire 2,000 shares of IFHI common stock for $23.95 per share. The stock options vest 80% on October 1, 2024 and the remaining 20% on January 1, 2025.

F6: Received in the Merger in exchange for an employee stock option to acquire 2,000 shares of IFHI common stock for $31.00 per share. The stock options vest 60% on October 1, 2024 and 20% on each of January 1, 2025 and January 1, 2026.

F7: Received in the Merger in exchange for an employee stock option to acquire 1,000 shares of IFHI common stock for $26.00 per share. The stock options vest 40% on October 1, 2024 and 20% on each of September 21, 2025, September 21, 2026 and September 21, 2027.

F8: Received in the Merger in exchange for an employee stock option to acquire 1,000 shares of IFHI common stock for $29.00 per share. The stock options vest 20% on October 1, 2024 and 20% on each of January 25, 2025, January 25, 2026, January 25, 2027 and January 25, 2028.

F9: Each Restricted Stock Unit represents the right to receive one share of common stock.

F10: The Restricted Stock Units will vest on 10/2/2025.