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): ~~February~~March 1016, 2026 ~~(February 6, 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 58.0201 ~~Departure~~Other ~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Events

On ~~February~~March 616, 2026, Capital Bancorp, Inc.'s (the “"Company”"), ~~and~~the ~~its~~bank ~~wholly-owned~~holding ~~subsidiary,~~company for Capital Bank, N.A., ~~(the~~new ~~“Bank”)~~stock ~~entered~~repurchase ~~into~~program abecame ~~new~~effective. ~~employment~~Under ~~agreement (~~the ~~“Employment~~stock ~~Agreement”)~~repurchase ~~with~~program, ~~Steven~~the M.Company ~~Poynot~~is asauthorized ~~President~~to ~~and~~repurchase ~~Chief~~up ~~Executive~~to ~~Officer~~$15 million of ~~the~~its ~~Bank~~common ~~and~~stock, ~~Chief~~par ~~Operating~~value ~~Officer~~$0.01 per share ("Common Stock") or an aggregate of ~~the~~550,000 ~~Company~~shares of Common Stock. The ~~Employment~~shares ~~Agreement~~authorized ~~supersedes~~to ~~Mr.~~be ~~Poynot’s~~repurchased ~~prior~~represent ~~employment~~approximately ~~agreement~~3.4% ~~with~~of ~~the~~its ~~Company~~issued and ~~the~~outstanding ~~Bank,~~Common ~~dated~~Stock ~~October~~as 11of December 31, ~~2022~~2025. asThe ~~amended~~new stock repurchase program will expire on ~~April~~December 1331, ~~2023~~2026, ~~and~~but ~~May~~may 5,be ~~2025.~~limited or terminated at any time without prior notice.

The ~~Employment~~new ~~Agreement~~stock ~~provides~~repurchase ~~for~~program anreplaces ~~initial~~and ~~term~~supersedes ~~commencing~~the onCompany's ~~January~~prior 1,stock ~~2026~~repurchase ~~and continuing through December 31~~program, ~~2028,~~which ~~subject~~was toannounced ~~automatic~~in ~~renewals~~February ~~for~~2025 anand ~~additional~~authorized ~~year~~the ~~each~~repurchase ~~year~~of ~~thereafter,~~up ~~unless~~to ~~any~~$15 ~~party~~million ~~provides written notice~~ of ~~non-renewal~~Common atStock. ~~least~~The ~~six~~Company ~~months~~repurchased in419,643 ~~advance~~shares of ~~the~~Common ~~end~~Stock ofunder the ~~anniversary~~prior ~~date~~stock ~~(December~~repurchase ~~31st~~program, ~~each~~which ~~year~~expired ~~beginning~~on inFebruary ~~2028).~~28, 2026.

~~Pursuant~~Under to the ~~Employment~~new ~~Agreement,~~stock ~~Mr.~~repurchase ~~Poynot~~program, isshares ~~entitled to an annual base salary of $455~~may,~~000~~ ~~and~~at ~~subject to annual review by~~ the ~~Compensation~~discretion ~~Committee~~ of ~~the Company’s Board of Directors (the “Board”) for a possible increase~~management, ~~but~~be ~~not~~repurchased afrom ~~decrease.~~time ~~The~~to ~~Employment~~time ~~Agreement~~in ~~further~~open ~~provides~~market ~~that~~purchases ~~Mr.~~as ~~Poynot~~market isconditions ~~eligible~~warrant toor ~~receive~~in ~~(i)~~privately ~~annual~~negotiated ~~incentive~~transactions, ~~compensation~~including uppursuant to ~~100%~~a ofRule ~~his~~10b5-1 ~~base salary~~plan, ~~which~~all ~~incentive~~as ~~compensation~~effected ~~shall~~to ~~be paid 40% in~~ the ~~form~~extent ofpermitted ~~restricted~~by ~~stock~~applicable ~~units~~law, ~~(which~~including ~~will~~pursuant ~~be subject~~ to ~~transferability restrictions and 3 year vesting restrictions) and 60% in cash (~~the ~~“Annual~~safe ~~Incentive~~harbor ~~Award”),~~provided ~~subject~~under toRule ~~annual~~10b-18 ~~review~~of by the ~~Board,~~Securities ~~and~~Exchange ~~(ii)~~Act ~~an annual stock award grant up to 30%~~ of ~~his base salary~~1934, ~~which~~as ~~stock~~amended. ~~award~~The ~~shall~~Company beis ~~paid~~not ~~50%~~obligated into ~~the~~purchase ~~form~~any ofshares ~~stock~~under ~~options and 50% in~~ the ~~form~~program ~~of restricted stock units, subject to vesting over four~~ and ~~three~~repurchases ~~equal~~may ~~annual~~be ~~installments,~~suspended ~~respectively,~~or ~~beginning~~terminated onat ~~the~~any ~~first~~time ~~anniversary~~without ~~of the date of grant~~notice. ~~Mr.~~The ~~Poynot~~extent ~~is also eligible~~ to ~~receive~~which ~~benefits~~the ~~under~~Company ~~any~~repurchases ~~employee~~its ~~benefit~~shares ~~plans~~of ~~made~~Common ~~available~~Stock byand the ~~Bank~~timing toof ~~senior~~such ~~executives~~purchases ~~including,~~will ~~but~~depend ~~not~~upon ~~limited~~market toconditions, ~~retirement~~applicable ~~plans,~~legal ~~supplemental~~requirements ~~retirement plans, medical, disability, life insurance plans,~~ and ~~any~~ other ~~employee~~considerations ~~benefit~~as ~~plan~~may orbe ~~arrangement~~considered ~~made available by the Company or the Bank~~ in the ~~future to senior executives. In addition, Mr. Poynot will continue to participate in the Bank’~~Company's ~~Non-Qualified~~sole ~~Deferred Compensation Plan~~discretion. ~~Mr. Poynot will also receive a $500 per month car allowance.~~

Mr. Poynot is entitled to certain severance benefits upon the occurrence of an event of termination without cause, if Mr. Poynot resigns for good reason, an event of termination as a result of a change in control, or an event of termination without cause or if Mr.Poynot resigns for good reason within one year following a change in control of the Company, in each case as outlined and defined in the Employment Agreement. Following an event of termination without cause or a resignation for good reason within one year following a change in control of the Company, the Bank shall pay Mr. Poynot in one lump sum as severance an aggregate amount equal to (i) 24 months of his base salary plus (ii) the cash portion of one year’s target Annual Incentive Award plus (iii) an amount equal to 24 months of health insurance premiums, at the current Company premium amount for the current elected coverage level at the time of the date of termination. Additionally, Mr. Poynot would be entitled to any earned but unpaid incentive compensation for a prior completed calendar year and acceleration of vesting of outstanding compensatory equity awards.

The payment of all such severance amounts and benefits is contingent upon Mr. Poynot’s timely execution, and non-revocation of, a severance and release agreement in a form provided by the Bank, and the continued observance of all post-termination obligations for the periods described in the Employment Agreement.

Under the Employment Agreement, Mr. Poynot has also agreed to be bound by certain confidentiality and non-solicitation provisions.

The foregoing description of Mr. Poynot’s Employment Agreement is a summary and is qualified in its entirety by reference to the Employment Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated into this Item 5.02 by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits: The following exhibits are filed as part of this report:

Exhibit No.						Description
10.1						Employment Agreement, dated February 6, 2026, between Capital Bank, N.A., Capital Bancorp, Inc. and Steven Poynot., Capital Bancorp, Inc.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: February 10, 2026			By: /s/ Jacob Dalaya
Date: March 18, 2026			By: /s/ Jacob Dalaya
			Name: Jacob Dalaya
			Title: Chief Financial Officer

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