Forbright, Inc. 10-Q

Item 5. Other Information Employment Agreement with Kenneth Elias On August 13, 2026, the Bank entered into an Employment Agreement with Kenneth Elias (the “Elias Employment Agreement”), pursuant to which Mr. Elias will continue to serve as Executive Vice President of the Company and Executive Vice President and Chief Lending Officer of the Bank (or such other substantially equivalent position as may be designated by the Bank), reporting to the Chief Executive Officer of the Bank. The Elias Employment Agreement provides for an initial three-year term commencing on August 13, 2026 (the “Effective Date”) that automatically renews for successive one-year periods unless either party provides at least 60 days’ prior written notice of non-renewal (with a non-renewal by the Bank treated as a termination without cause and a non-renewal by Mr. Elias treated as a resignation without good reason). Pursuant to the Elias Employment Agreement, Mr. Elias will receive an annual base salary of $500,000 (which may be increased but not decreased), will be eligible to participate in the Executive Incentive Compensation Plan (or other annual bonus plan as in effect from time to time for similarly situated executives) with a target annual bonus of at least 100% of his base salary (subject to individual and company performance criteria established in advance by the board of directors of the Bank), and will be eligible to receive an annual long-term incentive award with a target grant date fair value equal to 100% of his base salary under the 2026 Plan. Mr. Elias is also entitled to participate in the Bank’s employee benefit arrangements and to receive reimbursement for reasonable and necessary business expenses. The Elias Employment Agreement provides that, in the event of a termination of Mr. Elias’ employment by the Bank without “cause” or a resignation by Mr. Elias for “good reason” (each as defined in the Elias Employment Agreement) outside of the Change in Control Period (defined as the period beginning three months prior to a change in control and ending 12 months following a change in control), Mr. Elias will be entitled, subject to execution and non-revocation of a general release of claims, to: (i) cash severance equal to 2.0 times his annual base salary, payable in equal installments over 18 months (or, at the Bank’s discretion, in a lump sum), (ii) a lump-sum payment of any earned but unpaid annual bonus for the fiscal year preceding the year of termination, (iii) a lump-sum payment of a pro-rated cash bonus equal to his target annual bonus opportunity for the year of termination multiplied by the fraction of the fiscal year elapsed through the date of termination (the “Pro Rata Bonus”), and (iv) company-paid COBRA premiums for up to 18 months (or equivalent monthly cash payments). If such termination without cause or resignation for good reason occurs during the Change in Control Period, Mr. Elias will instead be entitled, subject to the release requirement, to: (i) a lump-sum cash payment equal to 4.0 times his annual base salary, (ii) a lump-sum payment of any earned but unpaid annual bonus for the fiscal year preceding the year of termination, (iii) a lump-sum payment of the Pro Rata Bonus, and (iv) company-paid COBRA premiums for up to 18 months (or equivalent monthly cash payments). In addition, upon termination of Mr. Elias’ employment without cause, by reason of death or disability, or by Mr. Elias for good reason: (i) any Company equity awards (x) granted prior to June 10, 2026 or (y) granted after June 10, 2026 and more than one year prior to the date of termination will fully vest, and all applicable exercisability restrictions will lapse, (ii) any Company equity awards granted after June 10, 2026 and within one year prior to the termination will vest on a pro-rata basis, and (iii) any Company performance-based equity awards granted after June 10, 2026 will be treated and determined under the applicable award agreement. The Elias Employment Agreement also contains restrictive covenants, including confidentiality and 18-month post-termination non-competition and non-solicitation covenants. The foregoing description of the Elias Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Elias Employment Agreement, a copy of which is filed as Exhibit 10.4 to this Report. 130 Rule 10b5-1 Trading Plans During the second quarter of 2026, no director or officer (as defined in Rule 16a-1(f) of the Exchange Act) adopted , modified or terminated any “Rule 10b5-1 trading arrangements” or “non-Rule 10b5-1 trading arrangements,” as each term is defined in Item 408(a) of Regulation S-K. Item 6. Exhibits Exhibit No. Description 3.1* Amended and Restated Certificate of Incorporation of Forbright, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on June 12, 2026) 3.2* Amended and Restated Bylaws of Forbright, Inc. (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed with the SEC on June 12, 2026) 10.1*† Forbright, Inc. 2026 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.9 to the Registration Statement on Form S-1/A filed with the SEC on June 8, 2026) 10.2*† Second Amended and Restated Employment Agreement, by and between Forbright, Inc. and John Delaney, dated June 4, 2026 (incorporated by reference to Exhibit 10.10 to the Registration Statement on Form S-1/A filed with the SEC on June 8, 2026) 10.3*† Second Amended and Restated Employment Agreement, by and between Forbright, Inc. and Donald Cole, dated June 4, 2026 (incorporated by reference to Exhibit 10.11 to the Registration Statement on Form S-1/A filed with the SEC on June 8, 2026) 10.4† Employment Agreement, by and between Forbright Bank and Kenneth Elias, dated August 13, 2026 31.1 Certification of the Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of the Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2 Certification of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101 Interactive Data Files (formatted as Inline XBRL) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101) __________________ * Previously filed. † Management compensatory plan or arrangement. 131 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, thereunto duly authorized, in Chevy Chase, Maryland on August 13, 2026. Forbright, Inc. By: /s/ John K. Delaney Name: John K. Delaney Title: Chief Executive Officer (Principal Executive Officer) By: /s/ Christopher S. Lynch Name: Christopher S. Lynch Title: Chief Financial Officer (Principal Financial Officer) 132