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Registration No. 333-

As filed with the Securities and Exchange Commission June 13, 2025

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Capital Bancorp, Inc.
(Exact Name of Registrant as Specified in its Charter)

Maryland52-2083046
(State or Other Jurisdiction of
Incorporation or Organization)
(I.R.S. Employer Identification No.)

2275 Research Boulevard, Suite 600
Rockville, Maryland 20850
(Address of Principal Executive Offices) (Zip Code)

Capital Bancorp, Inc. 2017 Stock and Incentive Compensation Plan
(Full Title of the Plan)


Copies to:
Edward F. BarryKevin M. Houlihan, Esq.
Chief Executive OfficerWilliam H. Levay, Esq.
Capital Bancorp, Inc.Holland & Knight LLP
2275 Research Boulevard, Suite 600800 17th Street, Suite 1100
Rockville, MD 20850Washington, DC 20006
(301) 468-8848(202) 955-3000
(Name, Address and Telephone
Number of Agent for Service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer
Accelerated filer ☒
Non-accelerated filer
Smaller reporting company ☒
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
    

EXPLANATORY NOTE

Pursuant to General Instruction E of Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 (the “Registration Statement”) is being filed in order to register an additional 520,000 shares (the “Additional Securities”) of common stock, par value $0.01 per share (“Common Stock”), of Capital Bancorp, Inc. (the “Company”) that may be issued pursuant to the Capital Bancorp, Inc. 2017 Stock and Incentive Compensation Plan, as amended and restated (the “2017 Plan”). The Additional Securities were added to the 2017 Plan as a result of the amendment and restatement of the 2017 Plan approved by the Company’s stockholders at the Annual Meeting of Stockholders on May 15, 2025, to increase the number of shares of common stock authorized for issuance under the 2017 Plan by 520,000 shares, from 2,020,000 shares to 2,540,000 shares. The Additional Securities are securities of the same class and relate to the same employee benefit plan as those shares registered on the registration statements on Form S-8 previously filed by the Company with the Securities and Exchange Commission (the “SEC”) on November 21, 2018 (File No. 333-228524) (the “2018 Registration Statement”), November 9, 2023 (File No. 333-275428) (the “2023 Registration Statement”) and October 1, 2024 (File No. 333-282430) (the “2024 Registration Statement”).

Pursuant to General Instruction E, the Company has filed only a facing page, all required opinions and consents, the signature page, and any information required in this Registration Statement that was not in the 2018 Registration Statement, the 2023 Registration Statement or the 2024 Registration Statement. This Registration Statement hereby incorporates by reference the contents of the 2018 Registration Statement, the 2023 Registration Statement and the 2024 Registration Statement.

PART I.
Item 1. Plan Information.
The information required by Item 1 is included in documents sent or given to participants in the 2017 Plan covered by this Registration Statement pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended (the “Securities Act”).
Item 2. Registrant Information and Employee Plan Annual Information.
The written statement required by Item 2 is included in documents sent or given to participants in the 2017 Plan covered by this Registration Statement pursuant to Rule 428(b)(1) of the Securities Act.
PART II.
Item 3. Incorporation of Documents by Reference.
The following documents previously filed by the Company with the Securities and Exchange Commission (the “Commission” or “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference in this Registration Statement (other than information in a Current Report on Form 8-K that is furnished and not filed pursuant to Form 8-K and, except as may be noted in any such Current Report on Form 8-K, exhibits filed on such form that are related to such information):
    (1)    The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed on March 17, 2025;
    (2)    The Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, filed on May 9, 2025;
    (3)    The Company’s Current Reports on Form 8-K, filed on January 27, 2025 (only with respect to Item 8.01), February 26, 2025, April 28, 2025 (only with respect to Item 8.01), May 9, 2025 and May 20, 2025;
    (4)    The Company’s Definitive Proxy Statement for its 2025 Annual Meeting of Shareholders, filed on April 1, 2025; and
    (5)    The description of the Company’s common stock contained in Exhibit 4.2 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019, as filed with the Commission on March 16, 2020, including any amendments or reports filed for the purpose of updating such description.
All documents subsequently filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, after the date hereof, and prior to the filing of a post-effective amendment which
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indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part thereof from the date of the filing of such documents. Any statement contained in the documents incorporated, or deemed to be incorporated, by reference herein or therein shall be deemed to be modified or superseded for purposes of this Registration Statement and the prospectus to the extent that a statement contained herein or therein or in any other subsequently filed document which also is, or is deemed to be, incorporated by reference herein or therein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 8. Exhibits.
    EXHIBIT INDEX

Exhibit NumberDescription of Exhibit
4.1
5.1
23.1
23.2
24.1
107
Item 9. Undertakings.
(a)    The undersigned registrant hereby undertakes:
(1)    To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i)    to include any prospectus required by section 10(a)(3) of the Securities Act;
(ii)    to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) of the Securities Act if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Filing Fee Table” or “Calculation of Registration Fee” table, as applicable, in the effective Registration Statement;
(iii)    to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by these paragraphs is contained in reports filed with or furnished to the
    3

Commission by the Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement;
(2)    That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;
(3)    To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;
(b)    The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c)    Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rockville, State of Maryland, on this 13th day of June, 2025.
CAPITAL BANCORP, INC.

By:/s/ Edward F. Barry
Edward F. Barry
Chief Executive Officer


POWER OF ATTORNEY

We, the undersigned directors and officers of Capital Bancorp, Inc. (the “Registrant”) hereby severally constitute and appoint Edward F. Barry and Dominic Canuso, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution, to do any and all things in our names in the capacities indicated below which said Edward F. Barry or Dominic Canuso may deem necessary or advisable to enable the Registrant to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the registration statement on Form S-8 of the Registrant, including specifically but not limited to, power and authority to sign for us in our name in the capacities indicated below, the Registration Statement and any and all amendments (including post-effective amendments) thereto; and we hereby ratify and confirm all that said Edward F. Barry and Dominic Canuso may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the date indicated.
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SignaturesTitleDate
/s/ Edward F. BarryChief Executive Officer and Director
(Principal Executive Officer)
June 13, 2025
Edward F. Barry

/s/ Dominic Canuso
Executive Vice President Chief Financial Officer (Principal Financial and Accounting Officer)
June 13, 2025
Dominic Canuso
/s/ Jerome R. BaileyDirector
June 13, 2025
Jerome R. Bailey
/s/ Joshua B. BernsteinDirector
June 13, 2025
Joshua B. Bernstein
/s/ C. Scott BrannanDirector
June 13, 2025
C. Scott Brannan
/s/ Scot R. BrowningDirector
June 13, 2025
Scot R. Browning
/s/ Fred J. LewisDirector
June 13, 2025
Fred J. Lewis
/s/ Randall J. LevittDirector
June 13, 2025
Randall J. Levitt
/s/ Marc McConnellDirector
June 13, 2025
Marc McConnell
/s/ Mary Ann ScullyDirector
June 13, 2025
Mary Ann Scully
/s/ Deborah Ratner SalzbergDirector
June 13, 2025
Deborah Ratner Salzberg
/s/ Steven J. SchwartzChairman of the Board of Directors
June 13, 2025
Steven J. Schwartz
/s/ James F. WhalenDirector
June 13, 2025
James F. Whalen

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Document

Exhibit 107
Calculation of Filing Fee Tables

Registration Statement on Form S-8
(Form Type)

Capital Bancorp, Inc.
(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security
Type
Security
Class
Title
Fee
Calculation
Rule
Amount
Registered (1)
Proposed
Maximum
Offering
Price
Per Unit
Maximum
Aggregate
Offering
Price
Fee Rate
Amount of
Registration
Fee(4)
Equity
Common Stock,
$0.01 par
value per share
Other
520,000(2)
$31.81(3)
$16,541,2000.00015310$2,532.46
Total Offering Amounts $16,541,200-$2,532.46
Total Fee Offsets ---
Net Fee Due --$2,532.46
 
(1)Represents the shares of common stock of Capital Bancorp, Inc. (the “Common Stock”) which may be distributed upon the vesting of restricted stock, restricted stock units or stock appreciation rights granted under the Capital Bancorp, Inc. 2017 Stock and Incentive Compensation Plan (the “2017 Plan”), or which may be issued upon the exercise of stock options to purchase shares of Common Stock granted under the 2017 Plan, together with an indeterminate number of additional shares which may be necessary to adjust the number of shares reserved for issuance pursuant to the 2017 Plan as the result of a stock split, stock dividend or similar adjustment to the outstanding Common Stock pursuant to 17 C.F.R. §230.416(a) of the Securities Act of 1933, as amended (the “Securities Act”).

(2)Represents additional shares of the Common Stock authorized for issuance under the 2017 Plan.

(3)Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and (h) under the Securities Act, based upon the average of the high and low market prices of the Common Stock as reported on the NASDAQ Global Select Market on June 9, 2025.
(4)Calculated pursuant to Section 6(b) of the Securities Act.


Document
Exhibit 5.1
https://cdn.kscope.io/0895929e142ac55bf02aad044ad27360-image_1.jpg
800 17th Street N.W., Suite 1100 | Washington, DC 20006 | T 202.955.3000 | F 202.955.5564
Holland & Knight LLP | www.hklaw.com
June 13, 2025
Board of Directors
Capital Bancorp, Inc.
2275 Research Boulevard
Suite 600
Rockville, MD 20850
Re:    Capital Bancorp, Inc. Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Capital Bancorp, Inc., a Maryland corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-8 (the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Act”), relating to the registration under the Act by the Company of 520,000 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (“Common Stock”) issuable under the Company’s 2017 Stock and Incentive Compensation Plan, as amended and restated (the “2017 Plan”). This opinion is being issued pursuant to the requirements of the Act.
In so acting, we have examined and relied upon the original or a copy, certified or otherwise identified to our satisfaction, of: (i) the Registration Statement and all exhibits thereto; (ii) the Company’s Amended and Restated Articles of Incorporation, as amended, as presently in effect; (iii) the Company’s Amended and Restated Bylaws, as presently in effect; and (iv) such other documents, certificates and records as we have deemed necessary or appropriate to form the basis for the opinion set forth herein.
In rendering the opinion set forth herein, we have relied, without investigation, on each of the following assumptions: (i) the legal capacity of each natural person to take all actions required of each such person in connection with the Registration Statement and the registration, issuance and sale of the Shares; (ii) the genuineness of each signature, the completeness of each document submitted to us, the authenticity of each document reviewed by us as an original, the conformity to the original of each document reviewed by us as a duplicate or a certified or conformed copy and the authenticity of the original of each document received by us as a duplicate or a certified or conformed copy; (iii) as to matters of fact, the truthfulness, accuracy and completeness of the information, representations and warranties of the Company made in the Registration Statement and in the records, documents, instruments, certificates and statements we have reviewed; (iv) the due execution and delivery of all documents (except that no such assumption is made as to the Company) where due execution and delivery are a prerequisite to the effectiveness thereof; and (v) that there has been no undisclosed waiver of any right, remedy or provision contained in such documents. As to any facts material to the opinion expressed herein, which were not
Atlanta | Austin | Birmingham | Boston | Century City | Charlotte | Chattanooga | Chicago | Dallas | Denver | Fort Lauderdale
Houston | Jacksonville | Los Angeles | Miami | Nashville | Newport Beach | New York | Orlando | Philadelphia
Portland | Richmond | San Francisco | Stamford | Tallahassee | Tampa | Tysons | Washington, D.C. | West Palm Beach

June 13, 2025
Page 2

independently established or verified, we have relied, to the extent we have deemed reasonably appropriate, upon statements and representations of officers or directors of the Company.
Based on the foregoing, and subject to the assumptions, qualifications and limitations stated herein, we are of the opinion that the Shares have been duly authorized and, when issued and paid for in the manner described in the 2017 Plan, the Shares will be validly issued, fully paid and non-assessable.
This opinion is rendered solely in connection with the filing of the Registration Statement, is limited to the matters stated herein, and no opinions may be implied or inferred beyond the matters expressly stated herein. This opinion may not be relied upon for any other purpose without our prior written consent in each instance. Further, no portion of this letter may be quoted, circulated or referred to in any other document for any other purpose without our prior written consent.
The opinion expressed herein is limited to the federal securities laws of the United States of America and the corporate laws of the State of Maryland and we express no opinion as to matters governed by laws of any jurisdiction other than the federal securities laws of the United States of America and the corporate laws of the State of Maryland, as in effect on the date hereof. This opinion speaks only as of the date hereof and we assume no obligation to update or supplement such opinions to reflect any facts or circumstances that may hereafter come to our attention, whether existing before or arising after the date hereof, or any changes in law that may hereafter occur.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving such consent, we do not admit that we come within the category of persons whose consent is required by Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder.
Sincerely yours,
/s/ Holland & Knight LLP
HOLLAND & KNIGHT LLP



Document

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm
 

We consent to the incorporation by reference in the Registration Statement on Form S-8 of Capital Bancorp, Inc. of our report dated March 17, 2025, relating to the consolidated financial statements and the effectiveness of internal control over financial reporting of Capital Bancorp, Inc. and Subsidiaries, appearing in the Annual Report on Form 10-K of Capital Bancorp, Inc. for the year ended December 31, 2024.

 
/s/ Elliott Davis, PLLC        
Raleigh, North Carolina
June 13, 2025