Michael Breckheimer - Oct 1, 2024 Form 4 Insider Report for Capital Bancorp Inc (CBNK)

Role
SVP, Head of Windsor Advantage
Signature
/s/ Michael Breckheimer, by Eric Martin as Attorney in Fact
Stock symbol
CBNK
Transactions as of
Oct 1, 2024
Transactions value $
$0
Form type
4
Date filed
10/2/2024, 02:13 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CBNK Common Stock Award +16.4K 16.4K Oct 1, 2024 Direct F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction CBNK Stock Options Award $0 +2.42K $0.00 2.42K Oct 1, 2024 Common Stock 2.42K $13.37 Direct F3
transaction CBNK Stock Options Award $0 +1.21K $0.00 1.21K Oct 1, 2024 Common Stock 1.21K $8.77 Direct F4
transaction CBNK Stock Options Award $0 +3.23K $0.00 3.23K Oct 1, 2024 Common Stock 3.23K $14.82 Direct F5
transaction CBNK Stock Options Award $0 +3.23K $0.00 3.23K Oct 1, 2024 Common Stock 3.23K $19.18 Direct F6
transaction CBNK Stock Options Award $0 +1.62K $0.00 1.62K Oct 1, 2024 Common Stock 1.62K $16.09 Direct F7
transaction CBNK Stock Options Award $0 +1.62K $0.00 1.62K Oct 1, 2024 Common Stock 1.62K $17.95 Direct F8
transaction CBNK Restricted Stock Units Award $0 +23.1K $0.00 23.1K Oct 1, 2024 Common Stock 23.1K Direct F9, F10
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
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.