Capital Bancorp Files 8-K on Acquisitions and Officer Changes

TL;DR

Capital Bancorp filed an 8-K on Oct 1, 2024, covering asset deals and exec changes. Big moves happening!

AI Summary

On October 1, 2024, Capital Bancorp, Inc. filed an 8-K report detailing several significant events. These include the completion of an acquisition or disposition of assets, changes in directors and officers, and other material events. The filing also includes financial statements and exhibits related to these occurrences.

Why It Matters

This filing indicates significant corporate actions by Capital Bancorp, Inc., which could impact its business operations, financial performance, and strategic direction.

Risk Assessment

Risk Level: medium — The filing involves significant corporate actions like acquisitions and changes in leadership, which inherently carry medium-level risk due to potential integration challenges and strategic shifts.

Key Players & Entities

• Capital Bancorp, Inc. (company) — Registrant
• October 1, 2024 (date) — Date of earliest event reported
• Maryland (location) — State of incorporation
• Rockville, Maryland (location) — Principal executive offices

FAQ

Key Financial Figures

• $0.01 — ich registered Common Stock, par value $0.01 per share CBNK NASDAQ Stock Market
• $1.00 — share of IFHI's common stock, par value $1.00 per share ("IFHI Common Stock") was con
• $5.36 — share ("Capital Common Stock"); and (b) $5.36 in cash per share of IFHI Common Stock

Filing Documents

• ef20036433_8k.htm (8-K) — 46KB
• ef20036433_ex10-1.htm (EX-10.1) — 125KB
• ef20036433_ex99-1.htm (EX-99.1) — 15KB
• image00001.jpg (GRAPHIC) — 7KB
• 0001140361-24-042414.txt ( ) — 365KB
• cbnk-20241001.xsd (EX-101.SCH) — 4KB
• cbnk-20241001_lab.xml (EX-101.LAB) — 21KB
• cbnk-20241001_pre.xml (EX-101.PRE) — 16KB
• ef20036433_8k_htm.xml (XML) — 4KB

01

Item 2.01 Completion of Acquisition or Disposition of Assets. On October 1, 2024, Capital Bancorp, Inc., a Maryland corporation ("Capital"), completed its previously announced merger (the "Merger") with Integrated Financial Holdings, Inc., a North Carolina corporation ("IFHI"), pursuant to an Agreement and Plan of Merger and Reorganization (the "Merger Agreement"), dated as of March 27, 2024. At the effective time of the Merger (the "Effective Time"), IFHI merged with and into Capital, with Capital continuing as the surviving corporation in the Merger. Pursuant to the terms of the Merger Agreement, each share of IFHI's common stock, par value $1.00 per share ("IFHI Common Stock") was converted into the right to receive (a) 1.115 shares of common stock of Capital, par value $0.01 per share ("Capital Common Stock"); and (b) $5.36 in cash per share of IFHI Common Stock held immediately prior to the Effective Time, in addition to cash in lieu of fractional shares. In addition, each stock option granted by IFHI to purchase shares of IFHI Common Stock, whether vested or unvested, outstanding immediately prior to the Effective Time, was assumed by Capital and converted into an equivalent option to purchase Capital Common Stock, with the same terms and conditions as applied to the IFHI stock option. In accordance with the terms of the Merger Agreement, each share of IFHI Common Stock subject to vesting, repurchase or other lapse restriction that was unvested or contingent and outstanding immediately prior to the Effective Time fully vested (with any performance-based vesting condition deemed satisfied to the extent provided in the applicable award agreement) and was cancelled and converted automatically into the right to receive merger consideration in respect of each such share of IFHI Common Stock underlying such restricted stock award. Immediately following the Merger, West Town Bank & Trust ("West Town Bank"), a state bank chartered under the laws of Illinois and w

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Appointment of Executive Officer At the Effective Time, Mr. Michael Breckheimer, age 37, was appointed to the position of Senior Vice President, Head of Windsor Advantage, LLC ("Windsor"), a wholly owned subsidiary of Capital Bank as of the Effective Time. Mr. Breckheimer previously served as President and Chief Executive Officer of Windsor from July 2018 through immediately prior to the Effective Time and also served as Executive Vice President of Corporate Strategy of IFHI from February 2021 through immediately prior to the Effective Time. As previously described in the Joint Proxy Statement/Prospectus, Mr. Breckheimer entered into an employment agreement with Capital setting forth the terms of his employment following the Merger. Mr. Breckheimer's employment agreement was amended and restated as of September 17, 2024 (the "Breckheimer Agreement") to cause Windsor to act as Mr. Breckheimer's employing entity but otherwise was not materially modified. A copy of the Breckheimer Agreement is attached hereto as Exhibit 10.1. The foregoing description of the Breckheimer Agreement does not purport to be complete and is qualified entirely by reference to the text of the Breckheimer Agreement and to the description contained in the Joint Proxy Statement/Prospectus under the caption "The Merger – Interests of IFHI Directors and Executive Officers in the Merger," both of which are incorporated by reference into this Item 5.02. As an executive officer, Mr. Breckheimer will be eligible to participate in certain of Capital's executive-level equity compensation and welfare benefit programs. Additional information concerning Capital's compensatory plans and programs for executive officers is provided in the sections of Capital's proxy statement for the 2024 annual meeting of shareholders (the "2024 Proxy Statement") cap

01

Item 8.01 Other Events On October 1, 2024, the Company issued a press release announcing the completion of the Merger. A copy of the press release is incorporated herein by reference as Exhibit 99.1

Financial statements of business acquired

Financial statements of business acquired The financial statements of IFHI required by Item 9.01(a) of Form 8-K will be filed by amendment to this Current Report on Form 8-K not later than 71 calendar days after the date this Current Report on Form 8-K was required to be filed. (b) Pro forma financial information The pro forma financial information required by Item 9.01(b) of Form 8-K will be filed by amendment to this Current Report on Form 8-K not later than 71 calendar days after the date this Current Report on Form 8-K was required to be filed. (d) Exhibits The following exhibits are filed as part of this Current Report: Exhibit No. Description of Filed Exhibit 2.1 Agreement and Plan of Merger and Reorganization, dated March 27, 2024, by and between Capital Bancorp, Inc. and Integrated Financial Holdings, Inc. (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed on April 1, 2024). 10.1 Amended and Restated Employment Agreement, dated as of September 17, 2024, by and between Michael Breckheimer and Windsor Advantage, LLC. 99.1 Press Release of Capital Bancorp, Inc., dated as of October 1, 2024.

SIGNATURES

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. CAPTIAL BANCORP, INC. Date: October 1, 2024 By: /s/ Dominic Canuso Dominic Canuso Chief Financial Officer

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View this 8-K filing on SEC EDGAR