Form 4: Capital Bancorp SVP Converts RSUs, Sells Shares
Insider Transaction Report
Michael Breckheimer, SVP at Capital Bancorp, converted Restricted Stock Units into common stock and sold a portion for tax obligations.
Summary
- Michael Breckheimer, SVP, Head of Windsor Advantage at Capital Bancorp Inc. (CBNK), reported transactions on October 2, 2025.
- Acquired 23,102 shares of common stock upon the vesting of Restricted Stock Units (RSUs) at a price of $0.
- Disposed of 7,127 shares of common stock at $31.04 per share to cover tax withholding obligations related to the RSU vesting.
- Following these transactions, Mr. Breckheimer directly beneficially owns 32,421 shares of common stock.
- He also holds various stock options with exercise prices ranging from $8.77 to $30.51, expiring between January 2030 and January 2034.
- Additionally, Mr. Breckheimer holds 600 Restricted Stock Units that will vest in four equal annual installments beginning March 3, 2026.
Sentiment
Score: 5
Explanation: A routine insider transaction involving the vesting of equity awards and subsequent sale of shares for tax purposes, which is a neutral event for the company's operational performance.
Positives
- The vesting of 23,102 Restricted Stock Units indicates successful achievement of performance or tenure conditions, converting equity awards into common stock.
- The executive continues to hold a significant number of common shares (32,421) directly, along with various stock options and additional Restricted Stock Units, aligning his interests with shareholders.
Negatives
- The disposition of 7,127 shares, while for tax purposes, reduces the executive's direct beneficial ownership of common stock.
Future Outlook
The filing indicates future vesting events for various stock options and Restricted Stock Units held by the executive, with vesting dates extending through 2028 and expiration dates through 2034.
Industry Context
This Form 4 filing is a routine disclosure of an insider transaction, common for executives receiving equity-based compensation. It does not provide broader industry-specific trends or competitive insights.
Stakeholder Impact
- Minor impact on shareholders due to a slight reduction in direct insider ownership, offset by the routine nature of the transaction and continued significant equity holdings by the executive.
Next Steps
- Future vesting of remaining stock options and Restricted Stock Units according to their respective schedules.
Key Dates
| Date | Description |
|---|---|
| 10/01/2024 | Vesting date for 100% of 2,423 stock options ($13.37 exercise price) and 1,211 stock options ($8.77 exercise price). Also, partial vesting for 3,231 stock options (80% at $14.82), 3,231 stock options (60% at $19.18), 1,615 stock options (40% at $16.09), and 1,615 stock options (20% at $17.95). |
| 01/01/2025 | Vesting date for remaining 20% of 3,231 stock options ($14.82 exercise price) and 20% of 3,231 stock options ($19.18 exercise price). |
| 01/25/2025 | Vesting date for 20% of 1,615 stock options ($17.95 exercise price). |
| 09/21/2025 | Vesting date for 20% of 1,615 stock options ($16.09 exercise price). |
| 10/02/2025 | Transaction date for the acquisition of 23,102 common shares and disposition of 7,127 common shares. Also, the vesting date for 23,102 Restricted Stock Units. |
| 10/03/2025 | Signature date of the reporting person. |
| 01/01/2026 | Vesting date for remaining 20% of 3,231 stock options ($19.18 exercise price). |
| 01/25/2026 | Vesting date for 20% of 1,615 stock options ($17.95 exercise price). |
| 03/03/2026 | First annual installment vesting for 2,225 stock options and 600 Restricted Stock Units. |
| 09/21/2026 | Vesting date for 20% of 1,615 stock options ($16.09 exercise price). |
| 01/25/2027 | Vesting date for 20% of 1,615 stock options ($17.95 exercise price). |
| 09/21/2027 | Vesting date for 20% of 1,615 stock options ($16.09 exercise price). |
| 01/25/2028 | Vesting date for 20% of 1,615 stock options ($17.95 exercise price). |
| 01/22/2030 | Expiration date for 2,423 stock options with an exercise price of $13.37. |
| 03/03/2030 | Expiration date for 2,225 stock options with an exercise price of $30.51. |
| 05/20/2030 | Expiration date for 1,211 stock options with an exercise price of $8.77. |
| 01/28/2031 | Expiration date for 3,231 stock options with an exercise price of $14.82. |
| 01/27/2032 | Expiration date for 3,231 stock options with an exercise price of $19.18. |
| 09/20/2033 | Expiration date for 1,615 stock options with an exercise price of $16.09. |
| 01/24/2034 | Expiration date for 1,615 stock options with an exercise price of $17.95. |
Recommendation
holdThis Form 4 filing details a routine insider transaction involving the vesting of Restricted Stock Units and a subsequent sale of shares to cover tax liabilities. Such transactions are common for executive compensation and do not typically indicate a change in the company's fundamental outlook or performance. Therefore, it provides no new information to alter an existing investment thesis, warranting a 'hold' recommendation.
Keywords
Capital Bancorp, CBNK, Form 4, Insider Transaction, Stock Options, Restricted Stock Units, Executive Compensation, Michael Breckheimer
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