James F. Whalen has filed an updated Schedule 13G/A, detailing his beneficial ownership of 982,786 shares, or 6% of Capital Bancorp, Inc. This filing is significant as it reflects his commitment to support the company's merger with Peoples Bancorp Inc.

Capital Bancorp, Inc. operates in the banking sector, specifically categorized under National Commercial Banks. The company is based in Rockville, Maryland, and is known for its community banking services.

According to the filing, Whalen's beneficial ownership includes shares held by various trusts and investment entities. The filing states, "The Reporting Person agreed... to vote all shares of CBNK common stock beneficially owned by the Reporting Person in favor of the approval of the Merger Agreement and against any competing acquisition proposal." This agreement indicates a strong alignment with the merger's objectives.

This update may affect stakeholders, including shareholders of Capital Bancorp and Peoples Bancorp, as it reinforces Whalen's influence in the decision-making process regarding the merger. The filing also notes that Whalen shares voting and dispositive power over the shares he owns.

What's next remains unclear as the filing does not specify any upcoming actions or additional filings related to the merger or Whalen's ownership stake.

Details of Ownership

Whalen's beneficial ownership of 982,786 shares is comprised of various holdings. Specifically, he directly holds 3,965 shares, while the majority of his shares are held through entities such as the James F. Whalen Revocable Trust (668,554 shares), IRA (58,400 shares), Whalen Family, LLC (240,409 shares), NMW Investments, LLC (2,821 shares), and KAW Investments, LLC (2,821 shares). Additionally, he has options for 5,816 shares that are currently exercisable within 60 days of September 30, 2026. However, 15,001 shares underlying options and restricted stock units are excluded from this total as they are subject to vesting.

Merger Agreement Context

The filing also references a significant event on September 29, 2026, when Whalen entered into a Voting and Support Agreement with Peoples Bancorp Inc. This agreement obligates him to vote in favor of the Merger Agreement with Capital Bancorp, Inc. and prohibits him from transferring or disposing of his shares without prior consent from Peoples Bancorp, subject to certain exceptions. This indicates a strong commitment to the merger and reinforces his strategic role in the transaction.

Ownership Percentage

Whalen's ownership represents 6% of the total shares outstanding, which is based on 16,328,648 shares of Common Stock as of September 30, 2026. This percentage underscores the significant stake he holds in Capital Bancorp, Inc., further emphasizing his influence in the ongoing merger discussions.

"Neither the filing of this Amendment to Schedule 13G nor any of its contents shall be deemed to constitute an admission that the Reporting Person and PEBO constitute a 'group' for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, and the Reporting Person expressly disclaims membership in any such group."