Blog: CAPITAL BANCORP INC : Regulation FD Disclosure, Other Events, Financial Statements and Exhibits (form 8-K) –

Item 7.01 Regulation FD Disclosure

On July 25, 2022, Capital Bancorp, Inc. (the “Company”), the holding company of
Capital Bank, N.A., issued a press release announcing the declaration of a cash
dividend on its common stock and a new stock repurchase program, as described in
greater detail in Item 8.01 of this Current Report on Form 8-K. A copy of the
press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Information contained in this Item 7.01, including Exhibit 99.1, shall not be
deemed filed for the purposes of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), nor shall such information and Exhibit be deemed
incorporated by reference in any filing under the Securities Act of 1933, as
amended, except as shall be expressly set forth by specific reference in such

Item 8.01 Other Events

On July 25, 2022, the Company announced the declaration of a cash dividend on
its common stock of $0.06 per share. The dividend is payable on August 24, 2022,
to shareholders of record as of August 8, 2022.

Also on July 25, 2022, the Company announced that it had received a
non-objection letter from the Federal Reserve Bank of Richmond to allow the
Company to repurchase its common stock. Under the stock repurchase program, the
Company is authorized to repurchase up to $10.0 million of the Company’s common
stock, par value $0.01 per share (“Common Stock”), representing approximately
3.1% of its issued and outstanding Common Stock based on the closing price of
the Company’s Common Stock on July 22, 2022. As of July 22, 2022, the Company
had 14,025,758 outstanding shares of Common Stock. The program may be limited or
terminated at any time without prior notice. The program will expire on December
31, 2023.

The newly approved stock repurchase program follows the Company’s prior stock
repurchase program, which was announced in April 2019 and modified in December
2020, and authorized the repurchase of up to $7.5 million of Common Stock. In
connection with the prior stock repurchase program, which concluded in the third
quarter of 2021, the Company purchased an aggregate of 332,594 shares of its
Common Stock for aggregate cash consideration of $3.7 million.

Under the new stock repurchase program, shares of Common Stock may be
repurchased by the Company from time to time in open market transactions or in
privately negotiated transactions as permitted under applicable rules and
regulations. Repurchases may be conducted, suspended, or terminated at any time
without notice. The extent to which the Company repurchases its shares and the
timing of such repurchases will depend upon market conditions and other
considerations as may be considered in the Company’s sole discretion.
Repurchases may also be made pursuant to a trading plan under Rule 10b5-1 under
the Exchange Act, which would permit shared to be repurchased when the Company
might otherwise be precluded from doing so because of self-imposed trading
blackout periods or other regulatory restrictions.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

99.1     Press Release, dated July 25, 2022

104    Cover Page Interactive Data File (embedded within the Inline XBRL document)



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