Form 4: Capital Bancorp CRO Exercises Options, Adjusts Holdings

Capital Bancorp's Chief Risk Officer, Gary M. Kausmeyer, exercised stock options and adjusted common stock holdings on December 15, 2025.

Summary

• Gary M. Kausmeyer, Chief Risk Officer of Capital Bancorp Inc (CBNK), reported transactions on December 15, 2025.
• Kausmeyer acquired 6,680 shares of Common Stock by exercising stock options at a price of $13.89 per share.
• Concurrently, Kausmeyer disposed of 3,137 shares of Common Stock at a price of $29.58 per share, likely for tax withholding purposes related to the option exercise.
• Following these transactions, Kausmeyer directly beneficially owns 6,427 shares of Capital Bancorp Common Stock.
• The exercised stock options were granted on December 31, 2021, with an exercise price of $13.89 and an expiration date of December 31, 2025.
• Kausmeyer retains beneficial ownership of additional derivative securities, including 4,000 stock options at $26.41, 3,490 stock options at $23.54, 4,105 stock options at $24.20, and 2,004 stock options at $30.51.
• Additionally, Kausmeyer holds 541 Restricted Stock Units (RSUs), each representing the right to receive one share of common stock.

Sentiment

Score: 5

Explanation: The filing reports a routine insider transaction (option exercise and tax-related sale) which is neutral in sentiment and does not indicate a significant positive or negative shift in company fundamentals or outlook.

Positives

• The exercise of stock options by the Chief Risk Officer indicates a belief in the company's value and the potential for future appreciation, as the options were in-the-money.

Negatives

• The disposition of 3,137 shares, even if for tax purposes, reduces the direct common stock holdings of the Chief Risk Officer.

Future Outlook

This filing does not contain forward-looking statements or guidance regarding the company's future performance or strategic direction.

Industry Context

Insider transactions, such as the exercise of stock options and subsequent sale of shares for tax purposes, are routine events in the financial industry and are a common component of executive compensation structures. They typically do not reflect a change in the company's operational or strategic outlook.

Stakeholder Impact

• Shareholders: The transaction is a routine insider activity and is unlikely to have a material impact on the company's stock price or long-term shareholder value. It provides transparency into executive equity holdings.

Next Steps

• Future vesting of remaining stock options on various dates: 12/31/2022, 01/01/2024, 01/01/2025, and 03/03/2026.
• Future vesting of 541 Restricted Stock Units beginning 03/03/2026.

Key Dates

Recommendation

This Form 4 reports a routine insider transaction involving the exercise of stock options and a subsequent sale of shares, likely for tax purposes. Such transactions are common for executives and typically do not indicate a change in the company's fundamental outlook or warrant a change in investment recommendation based solely on this filing. Investors should continue to evaluate the company based on its financial performance, strategic initiatives, and broader market conditions.

Keywords

Capital Bancorp, CBNK, Form 4, Insider Transaction, Stock Options, Executive Compensation, Gary M. Kausmeyer, Chief Risk Officer, Equity Holdings