Capital Bancorp Inc 10-K

ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Shareholder Information The common stock of the Company has been publicly traded since September 2018 and is currently traded on the Nasdaq Global Select Market under the symbol CBNK. As of March 12, 2026, there were approximately 314 holders of record of our common stock. Dividends Commencing with the third quarter of 2021, shareholders have received quarterly cash dividends on shares of common stock. Dividends paid in 2025 totaled $7.3 million. As a general matter, the payment of dividends is at the discretion of the Company’s board of directors, based on such factors as operating results, financial condition, capital adequacy and regulatory requirements. Although we have no obligation to pay dividends and we may change our dividend policy at any time without notice to shareholders, the Company anticipates continuing a regular quarterly cash dividend. Any future determination to pay dividends to holders of our common stock will depend on our results of operations, financial condition, capital requirements, banking regulations, contractual restrictions and any other factors that our board of directors may deem relevant. Our ability to pay dividends on our common stock is dependent on the Bank’s ability to pay dividends to the Company. Various statutory provisions restrict the amount of dividends that the Bank can pay without regulatory approval. Repurchases of Common Stock On February 21, 2025, the Company announced a stock repurchase program under which the Company was authorized to repurchase up to $15 million of its Common Stock, par value $0.01 per share (“Common Stock”), or an aggregate of 483,559 shares of Common Stock. The stock repurchase program expired on February 28, 2026. Although the Company’s stock repurchase program expired on February 28, 2026, the board of directors may, from time to time, consider the adoption of additional stock repurchase programs. Any such program would be dependent on market conditions, the Company’s financial condition, capital levels, regulatory restrictions, and other factors deemed appropriate by the board. During the year ended December 31, 2025, the Company repurchased 419,643 shares of Common Stock under the stock repurchase program at a weighted-average price of $27.79 per share, totaling $11.7 million. During the three months ended December 31, 2025, the Company repurchased Common Stock under the stock repurchase program as reflected in the following table. Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs October 1, 2025 to October 31, 2025 64,358 $ 28.59 179,713 $ 10,058,066 November 1, 2025 to November 30, 2025 132,872 27.56 312,585 6,395,732 December 1, 2025 to December 31, 2025 107,058 28.54 419,643 3,340,197 40 Equity Compensation Plan Information The following table provides information as of December 31, 2025, with respect to non-qualified and incentive stock options and restricted stock units (“RSUs”) outstanding and shares available for future awards under the Company’s active equity incentive plans. Plan Category Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights 1 Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (excluding securities reflected in column (a)) (a) (b) (c) Equity compensation plans approved by security holders: Capital Bancorp, Inc. Amended and Restated 2017 Stock and Incentive Compensation Plan 609,828 $ 22.40 810,829 Equity compensation plans not approved by security holders — — — Total 609,828 $ 22.40 810,829 _______________ (1) Column (b) includes RSUs that can be exercised for no consideration. Excluding RSUs, the weighted-average exercise price would have been $25.21. Unregistered Sales of Common Stock There were no unregistered sales of the Company’s stock during the year ended December 31, 2025. ITEM 6. [Reserved]