SCHEDULE: Levitt Discloses 6% Stake in Capital Bancorp Amid Merger

Randall J. Levitt has updated his Schedule 13G filing, reporting beneficial ownership of 971,566 shares, or 6.0%, of Capital Bancorp, Inc. common stock, with shared voting and dispositive power noted in relation to a merger agreement.

Summary

• Randall J. Levitt has filed an amendment to Schedule 13G, reporting beneficial ownership of 971,566 shares of Capital Bancorp, Inc. common stock, representing 6.0% of the outstanding shares as of September 30, 2026.
• The filing indicates shared voting and dispositive power over these shares, particularly in connection with a Voting and Support Agreement entered into on September 29, 2026, related to the merger between Peoples Bancorp Inc. and Capital Bancorp, Inc.
• This agreement requires Mr. Levitt to vote in favor of the merger and refrain from transferring shares without prior consent from Peoples Bancorp Inc.
• The reported ownership includes shares held directly, through options, and various trusts and LLCs, with specific exclusions for shares where pecuniary interest is disclaimed.

Sentiment

Score: 4

Explanation: StockSavvy.ai views this filing as neutral to slightly negative, primarily due to the disclosure of shared voting power in the context of a merger, which could indicate potential complexities or disagreements, though no immediate financial distress is indicated.

Positives

• Randall J. Levitt maintains a significant ownership stake of 6.0% in Capital Bancorp, Inc., indicating continued investor confidence.
• The filing is an amendment to a Schedule 13G, suggesting ongoing compliance with reporting requirements.
• The Voting and Support Agreement demonstrates a commitment to the proposed merger with Peoples Bancorp Inc.

Negatives

• The disclosure of shared voting and dispositive power, especially in the context of a merger, could imply potential complexities or influence from another party (Peoples Bancorp Inc.).
• The exclusion of 150,100 shares from the reported beneficial ownership, despite potential pecuniary interest, might suggest a nuanced or less direct control over these assets.

Risks

• The Voting and Support Agreement restricts Mr. Levitt's ability to transfer or dispose of shares without consent, potentially limiting his flexibility.
• The shared voting power with Peoples Bancorp Inc. could lead to conflicts or differing strategic interests in the future, although the agreement aims to align them for the merger.
• The complexity of ownership structures involving multiple trusts and LLCs could obscure ultimate control and create potential governance challenges.

Future Outlook

The filing primarily concerns ownership and voting arrangements related to an existing merger agreement. It does not contain specific forward-looking financial guidance or projections for Capital Bancorp, Inc. itself, but rather reflects a commitment to the merger's completion.

Management Comments

• Mr. Levitt expressly disclaims membership in any 'group' with Peoples Bancorp Inc. for the purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended.
• The reporting person certifies that the information set forth in this statement is true, complete and correct to the best of his knowledge and belief.

Industry Context

StockSavvy.ai notes that this filing occurs within the context of ongoing consolidation in the banking sector, where mergers and acquisitions are common. The disclosure of shared voting power is a standard element in such transactions, reflecting the alignment of interests required to facilitate a merger.

Related Party Transactions

• The filing details ownership stakes and shared voting/dispositive power across various trusts and LLCs, some of which benefit Mr. Levitt's family members or are managed by entities associated with him, indicating a complex web of related party interests.

Stakeholder Impact

• Shareholders: The merger with Peoples Bancorp Inc. will impact the future structure and value of their investment in Capital Bancorp, Inc. The Voting and Support Agreement ensures a significant shareholder's support for the deal.
• Management/Employees: The merger may lead to changes in management structure and potential redundancies or new opportunities within the combined entity.
• Creditors: The financial stability and creditworthiness of the combined entity will be a key consideration for creditors.

Next Steps

• The completion of the merger between Peoples Bancorp Inc. and Capital Bancorp, Inc. is a key next step, contingent on shareholder approval and regulatory conditions.
• Randall J. Levitt is expected to vote his shares in favor of the merger as per the Voting and Support Agreement.

Key Dates

Keywords

Capital Bancorp, Randall J. Levitt, Schedule 13G, Beneficial Ownership, Merger Agreement, Voting Agreement, Peoples Bancorp, Common Stock