Joshua Bernstein filed Amendment No. 7 to Schedule 13G with the SEC on November 13, 2026, disclosing beneficial ownership of 875,617 shares of Capital Bancorp, Inc. common stock as of September 30, 2026.

Key Highlights

  • Aggregate beneficial ownership: Joshua Bernstein beneficially owns 875,617 shares of Capital Bancorp, Inc. common stock, representing 5.4% of the class based on 16,328,648 shares outstanding as of September 30, 2026.
  • No sole voting or dispositive power: According to the filing, Bernstein holds 0 shares with sole voting or sole dispositive power; all 875,617 shares carry shared voting and shared dispositive power.
  • Voting and Support Agreement: On September 29, 2026, Bernstein entered into a Voting and Support Agreement with Peoples Bancorp Inc. ("PEBO") in connection with a merger agreement between PEBO and Capital Bancorp, Inc.
  • Commitment to vote: Under the Support Agreement, Bernstein agreed to vote all beneficially owned shares of Capital Bancorp common stock in favor of the Merger Agreement and against any competing acquisition proposal.
  • Transfer restrictions: The Support Agreement restricts Bernstein from transferring or disposing of the subject shares without PEBO's prior consent, subject to certain limited exceptions.
  • Excluded shares: The filing states that 10,028 shares of common stock underlying options and restricted stock units subject to vesting are excluded from the reported percentage and total.

Bernstein's Ownership Structure and Merger-Related Support Agreement at Capital Bancorp

According to the filing, Joshua Bernstein's reported 875,617 shares of Capital Bancorp, Inc. (NASDAQ:CBNK) common stock are held across several vehicles. The filing specifies 90,909 shares are directly held by Bernstein himself, 303,200 shares are held by the Bernstein Fund Limited Partnership (in which Bernstein owns 16.7%), 154,400 shares are held by SandBern Ventures, LLC (in which Bernstein owns 66.67%), and 324,000 shares are held by the estate of Bernstein's deceased father, over which Bernstein serves as executor. An additional 3,108 shares represent common stock underlying options currently exercisable within 60 days of September 30, 2026, which the filing states are deemed to carry shared voting and dispositive power.

The filing discloses that on September 29, 2026, in connection with an Agreement and Plan of Merger between Peoples Bancorp Inc. and Capital Bancorp, Inc., Bernstein entered into a Voting and Support Agreement with PEBO. As a result, the filing states, "the Reporting Person may be deemed to share voting and dispositive power over the 875,617 shares of CBNK common stock subject to the Support Agreement with PEBO." The filing also notes that Bernstein "expressly disclaims membership in any such group" with PEBO for purposes of Section 13(d) of the Securities Exchange Act of 1934.

The 5.4% ownership figure is calculated on a base of 16,328,648 shares of common stock outstanding as of September 30, 2026, as stated in the filing. The 10,028 shares underlying unvested options and restricted stock units are excluded from both the share count and the percentage calculation, as the filing makes explicit.

What Was Disclosed

Joshua Bernstein filed Amendment No. 7 to Schedule 13G reporting beneficial ownership of 875,617 shares, or 5.4%, of Capital Bancorp, Inc. common stock, and disclosed entering into a Voting and Support Agreement with Peoples Bancorp Inc. tied to a pending merger agreement.