2 unchanged sentences
The Company’s management, including our Principal Executive Officer and Principal Financial Officer, have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of the end of the period covered by this report.
−Removed: Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were effective to ensure that information required to be disclosed in the reports we file and submit under the Exchange Act is (i) recorded, processed, summarized and reported as and when required and (ii) accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
+Added: This evaluation did not include an assessment of those disclosure controls and procedures that are involved in, and did not include an assessment of, internal control over financial reporting as it relates to IFH.
+Added: Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were effective to ensure that information required to be disclosed in the reports we file and submit under the Exchange Act is (i) recorded, processed, summarized and reported as and when required and (ii) accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate to allow timely decisions regarding required disclosures.
+Added: Except as described in the following paragraph, there were no significant changes in the Company’s internal control over financial reporting that occurred during the period covered by this report that have materially affected, or that are reasonably likely to affect, our internal control over financial reporting.
Report by Management on Internal Control over Financial Reporting
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Based on this assessment, management believes that, as of December 31, 2024, the Company maintained effective internal control over financial reporting based on those criteria.
+Added: Under guidelines established by the SEC, companies are allowed to exclude an acquired business from management's report on internal control over financial reporting for the first year subsequent to the acquisition while integrating the acquired operations.
+Added: However, business combination and entity level controls are not covered by the exemption.
+Added: The Company acquired IFH effective October 1, 2024.
+Added: Accordingly, management excluded IFH from its assessment of the Company's internal control over financial reporting.
+Added: Business combination and entity level controls were assessed.
+Added: Total assets and net interest income and noninterest income of IFH represent approximately 14.6% and 6.8%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2024.
Elliott Davis, PLLC, the independent registered public accounting firm that audited the Company’s consolidated financial statements included in this Annual Report on Form 10-K, has issued an attestation report on the Company’s internal control over financial reporting as of December 31, 2024.
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Changes in Internal Control over Financial Reporting
−Removed: There has been no change in the Company’s internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) during the fourth quarter of 2023 to which this report relates that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
−Removed: During the first quarter of 2024, additional controls were put into place or enhanced to improve the effectiveness of the Company’s internal controls over the allowance for credit losses.
−Removed: These include process controls around model validation and allowance output review.
+Added: There have been no changes in the Company’s internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) during the fourth quarter of 2024 to which this report relates that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting other than the IFH acquisition effective October 1, 2024 that has been previously described.
+Added: During the first quarter of 2025, management put into place or enhanced to improve the effectiveness of the Company’s internal controls over the evidence of review of Day 1 accounting for acquisitions.
+Added: These include evidence of review controls over management’s Purchase Accounting Workbook, calculation of goodwill, and the Day 1 PCD reserve.
OTHER INFORMATION
Rule 10b5-1 Trading Plans
−Removed: During the quarter ended December 31, 2023, no officer or director of the Company adopted or terminated any contract, instruction, or written plan for the purchase or sale of securities of the Company’s common stock that is intended to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c) or any non-Rule 10b5-1 trading arrangement as defined in 17 CFR § 229.408(c).
+Added: During the quarter ended December 31, 2024, no officer or director of the Company adopted or terminated any contract, instruction, or written plan for the purchase or sale of securities of the Company’s common stock that is intended to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c), or adopted or terminated any non-Rule 10b5-1 trading arrangement as defined in 17 CFR § 229.408(c).
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
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Exhibit Number Description
+Added: 2.1 Agreement and Plan of Merger and Reorganization, dated March 27, 2024, by and between the Company and Integrated Financial Holdings Inc.
+Added: (incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed on April 1, 2024)
3.1 Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed on May 23, 2023) `
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10.1 Capital Bancorp, Inc.
−Removed: 2017 Stock and Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company’s Form S-1 filed on August 31, 2018)
+Added: Amended and Restated 2017 Stock and Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed with the SEC on November 17, 2023)
10.2 Form of Restricted Stock Award Agreement under the Capital Bancorp, Inc.
2017 Stock and Incentive Compensation Plan (incorporated by reference to Exhibit 10.2 to the Company’s Form S-1/A filed on September 17, 2018)
−Removed: 10.3 Form of Restricted Stock Unit Award Agreement under the Capital Bancorp, Inc.
−Removed: 2017 Stock and Incentive Compensation Plan (incorporated by reference to Exhibit 10.3 to the Company’s Form S-1/A filed on September 17, 2018)
−Removed: 10.4 Form of Incentive Stock Option Award Agreement under the Capital Bancorp, Inc.
−Removed: 2017 Stock and Incentive Compensation Plan (incorporated by reference to Exhibit 10.4 to the Company’s Form S-1/A filed on September 17, 2018)
10.3 Form of Non-Qualified Stock Option Award Agreement under the Capital Bancorp, Inc.
2 unchanged sentences
2017 Stock and Incentive Compensation Plan (incorporated by reference to Exhibit 10.6 to the Company’s Form S-1/A filed on September 17, 2018)
−Removed: 10.7 Form of 2017 Stock and Incentive Plan Incentive Stock Option Award Agreement for Executive Officers
−Removed: 10.8 Form of 2017 Stock and Incentive Compensation Plan Restricted Stock Unit Award Agreement for Executive Officers
+Added: 10.5 Form of Amended and Restated 2017 Stock and Incentive Plan Incentive Stock Option Award Agreement for Executive Officers (incorporated by reference to Exhibit 10.7 to the Company’s Annual Report on Form 10-K filed on March 15, 2024)
+Added: 10.6 Form of Amended and Restated 2017 Stock and Incentive Compensation Plan Restricted Stock Unit Award Agreement for Executive Officer s (incorporated by reference to Exhibit 10.8 to the Company ’ s Annual Report on Form 10-K filed on March 15, 2024)
10.7 Employment Agreement dated January 1, 2022 between Capital Bank, N.A.
1 unchanged sentence
10.8 Amendment to Employment Agreement, dated April 13, 2023, between Capital Bank, N.A.
+Added: Brownin g (incorporated by reference to Exhibit 10.10 to the Company ’ s Annual Report on Form 10-K filed on March 15, 2024)
10.9 Employment Contract, dated April 30, 2018, by and among Capital Bank, N.A.
Dicker (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2020, filed on May 11, 2020)
−Removed: 10.12 Nonqualified Deferred Compensation Plan dated January 1, 2021
+Added: 10.10 Nonqualified Deferred Compensation Plan dated January 1, 202 1 (incorporated by reference to Exhibit 10.12 to the Company ’ s Annual Report o n Form 10-K filed on March 15, 2024)
10.11 Employment Agreement, effective June 29, 2022 between Capital Bank, N.A.
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10.13 Amendment to Employment Agreement, dated April 13, 2023, between Capital Bank, N.A.
−Removed: and Steven Poynot
−Removed: 10.16 Employment Agreement effective June 26, 2023 between Capital Bank, N.A.
−Removed: and Jennings "Jay" Walker (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K file d on June 13, 2023 )
−Removed: 10.17 Capital Bancorp, Inc.
−Removed: Amended and Restated 2017 Stock and Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed with the SEC on November 17, 2023)
+Added: and Steven Poyno t (incorporated by reference to Exhibit 10.15 to the Company ’ s Annual Report on Form 10-K filed on March 15, 2024)
+Added: 10.14 Employment Agreement, dated July 15, 2024, between Capital Bank, N.A.
+Added: and Dominic Canuso (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on July 8, 2024)
+Added: 10.15 Amended and Restated Employment Agreement, dated as of September 17, 2024, by and between Michael Breckheimer and Windsor Advantage, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on October 1, 2024)
+Added: 19.1 Insider Trading Policy
21.0 Subsidiaries of Capital Bancorp, Inc.
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32.1 Section 1350 Certification of Principal Executive Officer and Principal Financial Officer
−Removed: 97.1 Compensation Recovery Policy
+Added: 97.1 Compensation Recovery Polic y (incorporated by reference to Exhibit 97.1 to the Company ’ s Annual Report on Form 10-K filed on March 15, 2024)
101 The following materials from the Annual Report on Form 10-K of Capital Bancorp, Inc.
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CAPITAL BANCORP, INC.
+Added: March 17, 2025
/s/ Edward F.
Chief Executive Officer
−Removed: March 15, 2024
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
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(Principal Executive Officer) March 17, 2025
−Removed: /s/ Jay Walker
+Added: /s/ Dominic Canuso
Executive Vice President
Chief Financial Officer March 17, 2025
+Added: Dominic Canuso
(Principal Financial Officer)
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Director March 17, 2025
+Added: /s/ Randall J.
Director March 17, 2025
+Added: /s/ Marc McConnell
+Added: Director March 17, 2025
+Added: Marc McConnell
/s/ Mary Ann Scully
8 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.