CBNK 10-Q Quarterly Report Sept. 30, 2024 | Alphaminr
ALPHAMINR

CBNK 10-Q Quarter ended Sept. 30, 2024

Balance Sheet
Cash Flow
Income Statement
CAPITAL BANCORP INC
cbnk-20240930
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period ended September 30, 2024 OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from to
Commission file number 001-38671
capitalbancorplogoa19.jpg
CAPITAL BANCORP INC .
(Exact name of registrant as specified in its charter)
Maryland
52-2083046
(State or other jurisdiction of incorporation or organization)
(IRS Employer Identification No.)
2275 Research Boulevard
Suite 600
Rockville
Maryland
20850
(Address of principal executive offices)
(Zip Code)
( 301 ) 468-8848
Registrant’s telephone number, including area code
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $0.01 per share CBNK NASDAQ Stock Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See 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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).         Yes ☐ No x

As of November 7, 2024, the Company had 16,557,640 shares of common stock, par value $0.01 per share, outstanding.

Capital Bancorp, Inc. and Subsidiaries
Form 10-Q
INDEX

PART I - CONSOLIDATED FINANCIAL INFORMATION Page
Item 1. Consolidated Financial Statements (Unaudited)
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Item 4. Controls and Procedures
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Item 1A. Risk Factors
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities
Item 4. Mine Safety Disclosures
Item 5. Other Information
Item 6. Exhibits



PART I. CONSOLIDATED FINANCIAL INFORMATION

Item 1. CONSOLIDATED FINANCIAL STATEMENTS
Capital Bancorp, Inc. and Subsidiaries
Consolidated Balance Sheets (unaudited)

(in thousands, except share data) September 30, 2024 December 31, 2023
Assets
Cash and due from banks $ 23,462 $ 14,513
Interest-bearing deposits at other financial institutions 133,180 39,044
Federal funds sold 58 407
Total cash and cash equivalents
156,700 53,964
Investment securities available-for-sale 208,700 208,329
Restricted investments 5,895 4,353
Loans held for sale 19,554 7,481
Portfolio loans receivable, net of deferred fees and costs 2,107,522 1,903,288
Less allowance for credit losses ( 31,925 ) ( 28,610 )
Total portfolio loans held for investment, net 2,075,597 1,874,678
Premises and equipment, net
5,959 5,069
Accrued interest receivable 12,468 11,494
Deferred tax asset 10,748 12,252
Bank owned life insurance 38,779 37,711
Accounts receivable 597 1,055
Other assets 25,791 9,790
Total assets
$ 2,560,788 $ 2,226,176
Liabilities
Deposits
Noninterest-bearing $ 718,120 $ 617,373
Interest-bearing 1,468,104 1,278,623
Total deposits
2,186,224 1,895,996
Federal Home Loan Bank advances 52,000 22,000
Other borrowed funds 12,062 27,062
Accrued interest payable 8,503 5,583
Other liabilities 21,888 20,675
Total liabilities
2,280,677 1,971,316
Stockholders' equity
Common stock, $ 0.01 par value; 49,000,000 shares authorized;
13,917,891 issued and outstanding at September 30, 2024;
13,922,532 issued and outstanding at December 31, 2023
139 139
Additional paid-in capital 55,585 54,473
Retained earnings 232,995 213,345
Accumulated other comprehensive loss ( 8,608 ) ( 13,097 )
Total stockholders' equity
280,111 254,860
Total liabilities and stockholders' equity
$ 2,560,788 $ 2,226,176


See accompanying Notes to Unaudited Consolidated Financial Statements
2

Capital Bancorp, Inc. and Subsidiaries
Consolidated Statements of Income (unaudited)

Three Months Ended
September 30, 		Nine Months Ended
September 30,
(dollars in thousands, except per share data) 2024 2023 2024 2023
Interest income
Loans, including fees $ 50,047 $ 45,385 $ 144,313 $ 129,651
Investment securities available-for-sale 1,343 1,089 3,902 3,732
Federal funds sold and other 1,220 1,267 3,379 2,854
Total interest income 52,610 47,741 151,594 136,237
Interest expense
Deposits 13,902 10,703 39,785 27,866
Borrowed funds 354 228 1,390 1,734
Total interest expense 14,256 10,931 41,175 29,600
Net interest income 38,354 36,810 110,419 106,637
Provision for credit losses 3,748 2,280 9,892 6,802
Provision for credit losses on unfunded commitments 17 24 263 5
Net interest income after provision for credit losses 34,589 34,506 100,264 99,830
Noninterest income
Service charges on deposits 235 250 642 724
Credit card fees 4,055 4,387 12,266 13,303
Mortgage banking revenue 1,882 1,243 5,325 3,730
Other income 463 446 1,264 1,282
Total noninterest income 6,635 6,326 19,497 19,039
Noninterest expenses
Salaries and employee benefits
13,345 12,419 39,524 37,116
Occupancy and equipment 1,791 1,351 5,268 4,100
Professional fees 1,980 2,358 5,696 7,340
Data processing 6,930 6,469 20,479 19,558
Advertising 1,223 1,565 5,327 4,728
Loan processing 615 426 1,462 1,435
Foreclosed real estate expenses, net 1 1 2 7
Merger-related expenses 520 — 1,315 —
Operational losses 1,008 953 2,721 3,123
Other operating 2,312 2,504 6,911 6,453
Total noninterest expenses 29,725 28,046 88,705 83,860
Income before income taxes 11,499 12,786 31,056 35,009
Income tax expense 2,827 2,998 7,617 8,168
Net income $ 8,672 $ 9,788 $ 23,439 $ 26,841
Basic earnings per share $ 0.62 $ 0.70 $ 1.69 $ 1.91
Diluted earnings per share $ 0.62 $ 0.70 $ 1.69 $ 1.90
Weighted average common shares outstanding:
Basic 13,913,639 13,932,848 13,909,090 14,038,230
Diluted 13,950,900 14,023,906 13,909,090 14,111,887


See accompanying Notes to Unaudited Consolidated Financial Statements
3

Capital Bancorp, Inc. and Subsidiaries
Consolidated Statements of Comprehensive Income (unaudited)

Three Months Ended
September 30, 		Nine Months Ended
September 30,
(in thousands) 2024 2023 2024 2023
Net income $ 8,672 $ 9,788 $ 23,439 $ 26,841
Other comprehensive income (loss):
Unrealized gain (loss) on investment securities available-for-sale 5,929 ( 1,820 ) 6,024 ( 883 )
Income tax (expense) benefit relating to the items above ( 1,423 ) 28 ( 1,535 ) ( 209 )
Other comprehensive income (loss) 4,506 ( 1,792 ) 4,489 ( 1,092 )
Comprehensive income $ 13,178 $ 7,996 $ 27,928 $ 25,749

See accompanying Notes to Unaudited Consolidated Financial Statements
4

Capital Bancorp, Inc. and Subsidiaries
Consolidated Statements of Changes in Stockholders’ Equity (unaudited)

Common Stock Additional
Paid-in
Capital 		Retained
Earnings 		Accumulated Other Comprehensive Loss Total
Stockholders'
Equity
(dollars in thousands) Shares Amount
Balance, December 31, 2022 14,138,829 $ 141 $ 58,190 $ 182,435 $ ( 16,751 ) $ 224,015
Cumulative effect adjustment due to adoption of the CECL standard — — — ( 29 ) — ( 29 )
Net income — — — 9,735 — 9,735
Unrealized gain on investment securities available-for-sale, net of income taxes — — — — 2,792 2,792
Stock options exercised, net of shares withheld for purchase price 63,064 1 782 ( 194 ) — 589
Shares issued as compensation 28,081 — 585 ( 39 ) — 546
Stock-based compensation — — 438 — — 438
Cash dividends to stockholders ($ 0.06 per share)
— — — ( 850 ) — ( 850 )
Shares repurchased and retired ( 146,937 ) ( 1 ) ( 2,718 ) — — ( 2,719 )
Balance, March 31, 2023 14,083,037 $ 141 $ 57,277 $ 191,058 $ ( 13,959 ) $ 234,517
Net income — — — 7,318 — 7,318
Unrealized loss on investment securities available-for-sale, net of income taxes — — — — ( 2,092 ) ( 2,092 )
Stock options exercised, net of shares withheld for purchase price 34,687 — 429 ( 6 ) — 423
Shares issued as compensation 2,097 — 26 ( 37 ) — ( 11 )
Stock-based compensation — — 438 — — 438
Cash dividends to stockholders ($ 0.06 per share)
— — — ( 843 ) — ( 843 )
Shares repurchased and retired ( 138,407 ) ( 1 ) ( 2,314 ) — — ( 2,315 )
Balance, June 30, 2023 13,981,414 $ 140 $ 55,856 $ 197,490 $ ( 16,051 ) $ 237,435
Net income — — — 9,788 — 9,788
Unrealized loss on investment securities available-for-sale, net of income taxes — — — — ( 1,792 ) ( 1,792 )
Stock options exercised, net of shares withheld for purchase price 12,244 — 153 ( 130 ) — 23
Stock-based compensation — — 441 — — 441
Cash dividends to stockholders ($ 0.08 per share)
— — — ( 1,115 ) — ( 1,115 )
Shares repurchased and retired ( 100,575 ) ( 1 ) ( 1,901 ) — — ( 1,902 )
Balance, September 30, 2023 13,893,083 $ 139 $ 54,549 $ 206,033 $ ( 17,843 ) $ 242,878
See accompanying Notes to Unaudited Consolidated Financial Statements
5

Capital Bancorp, Inc. and Subsidiaries
Consolidated Statements of Changes in Stockholders’ Equity (unaudited)

Common Stock Additional
Paid-in
Capital 		Retained
Earnings 		Accumulated Other Comprehensive Loss Total
Stockholders'
Equity
(dollars in thousands) Shares Amount
Balance, December 31, 2023 13,922,532 $ 139 $ 54,473 $ 213,345 $ ( 13,097 ) $ 254,860
Net income — — — 6,562 — 6,562
Unrealized loss on investment securities available-for-sale, net of income taxes — — — — ( 537 ) ( 537 )
Stock options exercised, net of shares withheld for purchase price 10,171 — 146 ( 39 ) — 107
Shares issued as compensation 24,729 — 537 ( 22 ) — 515
Stock-based compensation — — 472 — — 472
Cash dividends to stockholders ($ 0.08 per share)
— — — ( 1,115 ) — ( 1,115 )
Shares repurchased and retired ( 67,869 ) — ( 1,399 ) — — ( 1,399 )
Balance, March 31, 2024 13,889,563 $ 139 $ 54,229 $ 218,731 $ ( 13,634 ) $ 259,465
Net income — — — 8,205 — 8,205
Unrealized gain on investment securities available-for-sale, net of income taxes — — — — 520 520
Stock options exercised, net of shares withheld for purchase price 20,438 — 293 — — 293
Shares issued as compensation 466 — 8 — — 8
Stock-based compensation — — 475 — — 475
Cash dividends to stockholders ($ 0.08 per share)
— — — ( 1,112 ) — ( 1,112 )
Balance, June 30, 2024 13,910,467 $ 139 $ 55,005 $ 225,824 $ ( 13,114 ) $ 267,854
Net income — — — 8,672 — 8,672
Unrealized gain on investment securities available-for-sale, net of income taxes — — — — 4,506 4,506
Stock options exercised, net of shares withheld for purchase price 7,424 — 105 ( 110 ) — ( 5 )
Stock-based compensation — — 475 — — 475
Cash dividends to stockholders ($ 0.10 per share)
— — — ( 1,391 ) — ( 1,391 )
Balance, September 30, 2024 13,917,891 $ 139 $ 55,585 $ 232,995 $ ( 8,608 ) $ 280,111


See accompanying Notes to Unaudited Consolidated Financial Statements
6

Capital Bancorp, Inc. and Subsidiaries
Consolidated Statements of Cash Flows (unaudited)
Nine Months Ended
September 30,
(in thousands) 2024 2023
Cash flows from operating activities
Net income $ 23,439 $ 26,841
Adjustments to reconcile net income to net cash (used for) provided by operating activities:
Provision for credit losses 9,892 6,802
Provision for credit losses on unfunded commitments 263 5
(Release of) provision for mortgage put-back reserve, net ( 53 ) 12
Net amortization on investments 53 82
Premises and equipment depreciation 246 235
Lease asset (accretion) amortization ( 997 ) 396
Increase in cash surrender value of BOLI ( 1,068 ) ( 791 )
Executive long-term incentive plan expense 428 297
Stock-based compensation expense 1,422 1,317
Director and employee compensation paid in Company stock 523 535
Deferred income tax benefit ( 31 ) ( 76 )
Valuation allowance on derivatives 9 8
(Decrease) increase in valuation of loans held for sale carried at fair value ( 32 ) 6
Proceeds from sales of loans held for sale 161,320 144,871
Originations of loans held for sale ( 173,361 ) ( 142,304 )
Changes in assets and liabilities:
Accrued interest receivable ( 974 ) ( 1,742 )
Taxes payable ( 329 ) 450
Accounts receivable 458 ( 231 )
Other assets ( 16,009 ) ( 550 )
Accrued interest payable 2,920 4,173
Other liabilities 903 889
Net cash provided by operating activities 9,022 41,225
Cash flows from investing activities
Purchases of securities available-for-sale ( 33,130 ) —
Proceeds from calls and maturities of securities available-for-sale 38,730 45,461
Net (purchases) sales of restricted investments ( 1,542 ) 3,022
Net increase in portfolio loans receivable ( 210,811 ) ( 137,636 )
Net purchases of premises and equipment ( 139 ) ( 2,542 )
Net cash used in investing activities ( 206,892 ) ( 91,695 )
See accompanying Notes to Unaudited Consolidated Financial Statements
7

Capital Bancorp, Inc. and Subsidiaries
Consolidated Statements of Cash Flows (unaudited) (continued)
Nine Months Ended
September 30,
(in thousands) 2024 2023
Cash flows from financing activities
Net increase (decrease) in:
Noninterest-bearing deposits 100,747 6,490
Interest-bearing deposits 189,481 203,426
Federal Home Loan Bank advances (repayments) 30,000 ( 85,000 )
Other borrowed funds ( 15,000 ) —
Dividends paid ( 3,618 ) ( 2,808 )
Repurchase of common stock ( 1,399 ) ( 6,936 )
Net proceeds from exercise of stock options 395 1,035
Net cash provided by financing activities 300,606 116,207
Net increase in cash and cash equivalents 102,736 65,737
Cash and cash equivalents, beginning of year $ 53,964 80,415
Cash and cash equivalents, end of period $ 156,700 $ 146,152
Noncash investing and financing activities:
Change in unrealized gains (losses) on investments $ 6,024 $ ( 883 )
Cash paid during the period for:
Taxes $ 71 $ 7,704
Interest $ 38,255 $ 25,427
See accompanying Notes to Unaudited Consolidated Financial Statements
8

Capital Bancorp, Inc. and Subsidiaries
Notes to Unaudited Consolidated Financial Statements
Note 1 - Nature of Business and Basis of Presentation
Nature of operations:
Capital Bancorp, Inc. is a Maryland corporation and the bank holding company (the “Company”) for Capital Bank, N.A. (the “Bank”). The Company's primary operations are conducted by the Bank, which operates branches in Rockville and Columbia, Maryland; Reston, Virginia; the District of Columbia; and Fort Lauderdale, Florida. The Bank is principally engaged in the business of investing in commercial, real estate, and credit card loans and attracting deposits. The Company originates residential mortgages for sale in the secondary market through Capital Bank Home Loans (“CBHL”), the Bank’s residential mortgage banking arm, and issues credit cards through OpenSky™, a digitally-driven nationwide credit card platform providing secured, partially secured, and unsecured credit solutions.
The Company formed Church Street Capital, LLC (“Church Street Capital”) in 2014 to provide short-term secured real estate financing to Washington, D.C. area investors and developers that may not meet all Bank credit criteria. At September 30, 2024, Church Street Capital had loans totaling $ 6.2 million with a collectively assessed allowance for credit losses (“ACL”) of $ 184 thousand. Refer to Note 5 - “Portfolio Loans Receivable and Allowance for Credit Losses” to the “Notes to Unaudited Consolidated Financial Statements” for further discussion of the consolidated ACL.
In addition, the Company owns all of the stock of Capital Bancorp (MD) Statutory Trust I (the “Trust”). The Trust is a special purpose non-consolidated entity organized for the sole purpose of issuing trust preferred securities.
Basis of presentation:
The accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with rules and regulations of the Securities and Exchange Commission (“SEC”) and include the activity of the Company and its wholly-owned subsidiaries, the Bank and Church Street Capital. The statements do not include all of the information and footnotes required by GAAP for complete financial statements. All adjustments have been made which, in the opinion of management, are necessary for a fair presentation of the results for the interim periods presented. Such adjustments are all of a normal and recurring nature. All significant inter-company accounts and transactions have been eliminated in consolidation. The results of operations for the three and nine months ended September 30, 2024 are not necessarily indicative of the results that may be expected for the full year. These unaudited interim consolidated financial statements should be read in conjunction with the Company’s audited financial statements and the notes thereto as of December 31, 2023, included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
The Company reports its activities as four business segments: commercial banking; mortgage lending; credit cards; and corporate activities. In determining the appropriateness of segment definition, the Company considers components of the business about which financial information is available and regularly evaluated relative to resource allocation and performance assessment.
Significant accounting policies:
The preparation of consolidated financial statements in accordance with GAAP requires estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosures of contingent assets and liabilities. The primary reference point for the estimates is on historical experience and assumptions believed to be reasonable regarding the value of certain assets and liabilities that are not readily available from other sources. Estimates are evaluated on an ongoing
9

Capital Bancorp, Inc. and Subsidiaries
Notes to Unaudited Consolidated Financial Statements

Note 1 - Nature of Business and Basis of Presentation (continued)
basis. Actual results may materially differ from these estimates under different assumptions or conditions. The Company’s significant accounting policies are described in the “Notes to the Consolidated Financial Statements” included in our Annual Report on Form 10-K for the year ended December 31, 2023. There have been no changes to our significant accounting policies during the three and nine months ended September 30, 2024.
Recently issued accounting pronouncements:
In December 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, “Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures” (“ASU 2023-07”). ASU 2023-07 requires public entities to disclose significant segment expenses, an amount and description for other segment items, the title and position of the entity’s chief operating decision maker (“CODM”) and an explanation of how the CODM uses the reported measures of profit or loss to assess segment performance, and, on an interim basis, certain segment related disclosures that previously were required only on an annual basis. ASU 2023-07 also clarifies that entities with a single reportable segment are subject to both new and existing segment reporting requirements and that an entity is permitted to disclose multiple measures of segment profit or loss, provided that certain criteria are met. ASU 2023-07 is effective for the Company for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company will update its segment related disclosures upon adoption.
In December 2023, the FASB issued Accounting Standards Update 2023-09, “Income Taxes (Topic 740), Improvements to Income Tax Disclosures” (“ASU 2023-09”). ASU 2023-09 requires public entities to disclose in their rate reconciliation table additional categories of information about federal, state and foreign income taxes and to provide more details about the reconciling items in some categories if items meet a quantitative threshold. ASU 2023-09 also requires all entities to disclose income taxes paid, net of refunds, disaggregated by federal, state and foreign taxes for annual periods and to disaggregate the information by jurisdiction based on quantitative thresholds, among other things. ASU 2023-09 is effective for the Company for fiscal years beginning after December 15, 2024 with early adoption permitted. The Company will update its income tax disclosures upon adoption.
Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies are not expected to have a material impact on the Company's financial position, results of operations or cash flows.
Reclassifications:
Certain reclassifications have been made to amounts reported in prior periods to conform to the current period presentation. The reclassifications had no material effect on net income or total stockholders' equity.
Subsequent events:
Subsequent events are events or transactions that occur after the balance sheet date but before financial statements are issued. Recognized subsequent events are events or transactions that provide additional evidence about conditions that existed at the date of the balance sheet, including the estimates inherent in the process of preparing financial statements. Non-recognized subsequent events are events that provide evidence about conditions that did not exist at the date of the balance sheet but arose after that date. For further information on a subsequent event related to the Company’s quarterly dividend, refer to Note 10.
10

Capital Bancorp, Inc. and Subsidiaries
Notes to Unaudited Consolidated Financial Statements
Note 2 - Acquisition
Acquisition of Integrated Financial Holdings, Inc.
On October 1, 2024, the Company 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 the Company, with the Company continuing as the surviving corporation in the Merger. Immediately following the Merger, West Town Bank & Trust, merged with and into Capital Bank, with Capital Bank as the surviving bank.
In accordance with the terms of the Merger Agreement, each share of IFHI’s common stock, par value $ 1.00 per share was converted into the right to receive (i) 1.115 shares of the Company’s common stock, par value $ 0.01 per share, and (ii) subject to certain adjustments, $ 5.36 in cash per share of IFHI common stock, par value $ 1.00 per share, held immediately prior to the Effective Time, as well as cash in lieu of fractional shares of the Company’s common stock. 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 the Company and converted into an equivalent option to purchase the Company’s common stock, with the same terms and conditions as applied to the IFHI stock option.
During the three and nine months ended September 30, 2024, the Company incurred merger-related expenses related to the acquisition of IFHI totaling $ 0.5 million and $ 1.3 million, respectively.
Note 3 - Cash and Cash Equivalents
Cash and cash equivalents include cash and amounts due from banks, interest-bearing deposits and federal funds sold. The Bank is required by regulations to maintain an average cash reserve balance based on a percentage of deposits; however, on March 15, 2020, the Federal Reserve announced that, due to economic conditions, reserve requirement ratios for all depository institutions would be reduced to zero percent effective March 26, 2020. The reserve requirement is still at zero percent as of September 30, 2024.
Note 4 - Investment Securities
The following table summarizes the amortized cost, fair value and allowance for credit losses of securities available-for-sale at September 30, 2024 and December 31, 2023, respectively, and the corresponding amounts of gross unrealized gains and losses recognized in accumulated other comprehensive income (loss):
11

Capital Bancorp, Inc. and Subsidiaries
Notes to Unaudited Consolidated Financial Statements
Note 4 - Investment Securities (continued)
(in thousands)
Amortized
Cost 		Gross Unrealized
Gains 		Gross Unrealized
Losses 		Allowance for Credit Losses Fair
Value
September 30, 2024
U.S. Treasuries $ 135,903 $ 130 $ ( 8,229 ) $ — $ 127,804
Municipal 11,699 15 ( 1,947 ) — 9,767
Corporate 5,000 — ( 320 ) — 4,680
Asset-backed securities 5,652 20 ( 15 ) — 5,657
Mortgage-backed securities 61,772 402 ( 1,382 ) — 60,792
Total $ 220,026 $ 567 $ ( 11,893 ) $ — $ 208,700
December 31, 2023
U.S. Treasuries $ 161,420 $ — $ ( 12,192 ) $ — $ 149,228
Municipal 11,699 4 ( 2,331 ) — 9,372
Corporate 5,000 — ( 587 ) — 4,413
Asset-backed securities 7,069 13 ( 37 ) — 7,045
Mortgage-backed securities 40,491 — ( 2,220 ) — 38,271
Total $ 225,679 $ 17 $ ( 17,367 ) $ — $ 208,329
There were no securities sold during the nine months ended September 30, 2024 or the nine months ended September 30, 2023. There was no ACL required on available-for-sale debt securities in an unrealized loss position at September 30, 2024 and December 31, 2023.
The amortized cost and fair value of debt securities are shown by contractual maturity. Expected maturities may differ from contractual maturities if borrowers have the right to call or prepay obligations with or without call or prepayment penalties. Securities not due at a single maturity date are shown separately.
September 30, 2024 December 31, 2023
(in thousands) Amortized
Cost 		Fair
Value 		Amortized
Cost 		Fair
Value
Within one year $ 30,000 $ 29,725 $ 39,918 $ 39,294
One to five years 86,118 80,869 101,688 93,218
Five to ten years 29,793 26,396 26,215 22,511
Beyond ten years 6,691 5,261 10,298 7,990
Asset-backed securities (1)
5,652 5,657 7,069 7,045
Mortgage-backed securities (1)
61,772 60,792 40,491 38,271
Total $ 220,026 $ 208,700 $ 225,679 $ 208,329
_______________
(1) Asset-backed and Mortgage-backed securities are due in monthly installments.

There were no securities pledged at September 30, 2024 and December 31, 2023 to secure public deposits and repurchase agreements. Pledged securities at the Federal Reserve’s Bank Term Funding Program (“BTFP”) totaled $ 170.7 million at December 31, 2023 with no securities pledged as of September 30, 2024 as the program ended during the first quarter 2024.
At September 30, 2024 and December 31, 2023, there were no holdings of securities of any one issuer, other than the U.S. Government and its agencies, in an amount greater than 10% of stockholders’ equity.
12

Capital Bancorp, Inc. and Subsidiaries
Notes to Unaudited Consolidated Financial Statements
Note 4 - Investment Securities (continued)
The following table summarizes debt securities available-for-sale in an unrealized loss position for which an ACL has not been recorded at September 30, 2024 and December 31, 2023, aggregated by major security type and length of time in a continuous unrealized loss position:
Less than 12 months 12 months or longer Total
(in thousands) Fair
Value 		Unrealized
Losses 		Fair
Value 		Unrealized
Losses 		Fair
Value 		Unrealized
Losses
September 30, 2024
U.S. Treasuries $ — $ — $ 122,994 $ ( 8,229 ) $ 122,994 $ ( 8,229 )
Municipal — — 8,849 ( 1,947 ) 8,849 ( 1,947 )
Corporate — — 4,680 ( 320 ) 4,680 ( 320 )
Asset-backed securities — — 3,461 ( 15 ) 3,461 ( 15 )
Mortgage-backed securities 7,064 ( 5 ) 23,918 ( 1,377 ) 30,982 ( 1,382 )
Total $ 7,064 $ ( 5 ) $ 163,902 $ ( 11,888 ) $ 170,966 $ ( 11,893 )
December 31, 2023
U.S. Treasuries $ — $ — $ 149,228 $ ( 12,192 ) $ 149,228 $ ( 12,192 )
Municipal — — 8,473 ( 2,331 ) 8,473 ( 2,331 )
Corporate — — 4,413 ( 587 ) 4,413 ( 587 )
Asset-backed securities — — 5,154 ( 37 ) 5,154 ( 37 )
Mortgage-backed securities 6,057 ( 8 ) 32,214 ( 2,212 ) 38,271 ( 2,220 )
Total $ 6,057 $ ( 8 ) $ 199,482 $ ( 17,359 ) $ 205,539 $ ( 17,367 )
As of September 30, 2024, management determined the Company does not have the intent to sell, nor is it more likely than not that it will be required to sell, available-for-sale debt securities in an unrealized loss position at September 30, 2024 before it is able to recover the amortized cost basis. Further, management reviewed the Company’s holdings as of September 30, 2024 and concluded there were no credit-related declines in fair value. Additional information related to the types of securities held at September 30, 2024, other than securities issued or guaranteed by U.S. Government entities or agencies including U.S. Treasuries and substantially all of the Company’s mortgage-backed securities, is as follows:
Corporate Securities — There have been no payment defaults on any of the Company’s holdings of corporate debt securities. There are five securities all of which are subordinated debt of other financial institutions with face amounts ranging from $ 0.5 million to $ 2 million.
Municipal Securities — All of the Company’s holdings of municipal bonds were investment grade and there have been no payment defaults. Summary ratings information at September 30, 2024, based on the amortized cost basis and reflecting the lowest enhanced or underlying rating by Moody’s, Standard & Poors or Fitch, is as follows: AAA - 82 % of the portfolio; AA+ - 8 %; AA - 10 %.
Asset-backed Securities — There were three investment grade asset-backed securities, and there have been no payment defaults on these securities.
As such, it is deemed the above listed securities are not in an unrealized loss position due to credit-related issues and no further analysis is warranted as of September 30, 2024.
13

Capital Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements

Note 5 - Portfolio Loans Receivable and Allowance for Credit Losses
The following is a summary of the major categories of total loans outstanding:
September 30, 2024 December 31, 2023
(in thousands) Amount Percent Amount Percent
Real estate:
Residential $ 623,684 30 % $ 573,104 30 %
Commercial 787,158 37 % 684,229 35 %
Construction 301,909 14 % 290,108 15 %
Commercial and Industrial 271,811 13 % 239,208 13 %
Credit card, net of reserve (1)
127,098 6 % 123,331 7 %
Other consumer 2,045 — % 950 — %
Portfolio loans receivable, gross 2,113,705 100 % 1,910,930 100 %
Deferred origination fees, net ( 6,183 ) ( 7,642 )
Allowance for credit losses ( 31,925 ) ( 28,610 )
Portfolio loans receivable, net $ 2,075,597 $ 1,874,678
_____________
(1) Credit card loans are presented net of reserve for interest and fees.

The following tables set forth the changes in the ACL and an allocation of the ACL by loan segment class for the three and nine months ended September 30, 2024 and September 30, 2023.
(in thousands) Beginning
Balance 		Provision (Release of Provision) for
Credit Losses 		Charge-Offs Recoveries Ending
Balance
Three Months Ended September 30, 2024
Real estate:
Residential $ 5,999 $ ( 21 ) $ 4 $ — $ 5,982
Commercial 11,682 593 ( 570 ) — 11,705
Construction 2,299 305 — — 2,604
Commercial and Industrial 4,076 577 ( 368 ) 2 4,287
Credit card 6,758 2,294 ( 1,727 ) 4 7,329
Other consumer 18 — — — 18
Total $ 30,832 $ 3,748 $ ( 2,661 ) $ 6 $ 31,925
Nine Months Ended September 30, 2024
Real estate:
Residential $ 5,518 $ 1,094 $ ( 630 ) $ — $ 5,982
Commercial 10,316 1,959 ( 570 ) — 11,705
Construction 2,271 333 — — 2,604
Commercial and Industrial 4,406 349 ( 470 ) 2 4,287
Credit card 6,087 6,151 ( 5,019 ) 110 7,329
Other consumer 12 6 — — 18
Total $ 28,610 $ 9,892 $ ( 6,689 ) $ 112 $ 31,925
14

Capital Bancorp, Inc. and Subsidiaries
Notes to Unaudited Consolidated Financial Statements
Note 5 - Portfolio Loans Receivable and Allowance for Credit Losses (continued)
(in thousands) Beginning
Balance 		Other Provision (Release of Provision) for
Credit Losses 		Charge-Offs Recoveries Ending
Balance
Three Months Ended September 30, 2023
Real estate:
Residential $ 5,419 $ 91 $ 269 $ — $ — $ 5,779
Commercial 9,245 193 ( 199 ) — 39 9,278
Construction 1,868 — 383 — — 2,251
Commercial and Industrial 5,239 — ( 35 ) ( 77 ) 11 5,138
Credit card 5,707 — 1,870 ( 1,753 ) — 5,824
Other consumer 17 — ( 8 ) — — 9
Total $ 27,495 $ 284 $ 2,280 $ ( 1,830 ) $ 50 $ 28,279
Nine Months Ended September 30, 2023
Real estate:
Residential $ 4,283 $ 91 $ 1,405 $ — $ — $ 5,779
Commercial 12,039 193 ( 2,050 ) ( 943 ) 39 9,278
Construction 1,809 — 442 — — 2,251
Commercial and Industrial 4,008 — 1,186 ( 77 ) 21 5,138
Credit card 5,033 — 5,827 ( 5,036 ) — 5,824
Other consumer 17 — ( 8 ) — — 9
Total $ 27,189 $ 284 $ 6,802 $ ( 6,056 ) $ 60 $ 28,279
15

Capital Bancorp, Inc. and Subsidiaries
Notes to Unaudited Consolidated Financial Statements
Note 5 - Portfolio Loans Receivable and Allowance for Credit Losses (continued)
Past due loans, segregated by age and class of loans, as of September 30, 2024 and December 31, 2023 were as follows:
Portfolio Loans Past Due
Loans
30-59 Days
Past Due 		Loans
60-89 Days
Past Due 		Loans
90 or More
Days
Past Due 		Total Past
Due Loans 		Current
Loans 		Total
Portfolio
Loans 		Accruing
Loans 90 or
More Days
Past Due 		Nonaccrual
Loans
(in thousands)
September 30, 2024
Real estate:
Residential $ 2,642 $ 1,184 $ 6,096 $ 9,922 $ 613,762 $ 623,684 $ — $ 6,365
Commercial 788 9,771 2,280 12,839 774,319 787,158 100 2,423
Construction — — 4,343 4,343 297,566 301,909 — 4,335
Commercial and Industrial 114 370 1,875 2,359 269,452 271,811 — 2,337
Credit card 7,402 7,006 1,498 15,906 111,192 127,098 1,498 —
Other consumer — — — — 2,045 2,045 — —
Total $ 10,946 $ 18,331 $ 16,092 $ 45,369 $ 2,068,336 $ 2,113,705 $ 1,598 $ 15,460
Loans
30-59 Days
Past Due 		Loans
60-89 Days
Past Due 		Loans
90 or More
Days
Past Due 		Total Past
Due Loans 		Current
Loans 		Total
Portfolio
Loans 		Accruing
Loans 90 or
More Days
Past Due 		Nonaccrual
Loans
December 31, 2023
Real estate:
Residential $ 2,201 $ 3,096 $ 11,066 $ 16,363 $ 556,741 $ 573,104 $ 17 $ 11,398
Commercial 1,577 322 582 2,481 681,748 684,229 — 582
Construction — 1,165 3,296 4,461 285,647 290,108 — 3,288
Commercial and Industrial 1,356 74 454 1,884 237,324 239,208 — 774
Credit card 7,767 6,877 519 15,163 108,168 123,331 519 —
Other consumer — — — — 950 950 — —
Total $ 12,901 $ 11,534 $ 15,917 $ 40,352 $ 1,870,578 $ 1,910,930 $ 536 $ 16,042
There were $ 5.4 million and $ 8.1 million of loans secured by one-to-four family residential properties in the process of foreclosure as of September 30, 2024 and December 31, 2023, respectively.
The increase in loans 60-89 days past due at September 30, 2024 from December 31, 2023 includes a single owner-occupied commercial real estate loan relationship with a total outstanding exposure amount of $ 11.6 million. The borrower fell behind in payments due to unexpected timing delays in the collection of outstanding receivables. Payments have resumed. The borrower remains actively engaged with the Company in resolving the past due status. Of the total outstanding exposure, $ 3.9 million is now considered current.
16

Capital Bancorp, Inc. and Subsidiaries
Notes to Unaudited Consolidated Financial Statements
Note 5 - Portfolio Loans Receivable and Allowance for Credit Losses (continued)
The following presents the nonaccrual loans as of September 30, 2024 and December 31, 2023:
September 30, 2024
Nonaccrual with No Allowance for Credit Loss Nonaccrual with an Allowance for Credit Loss Total Nonaccrual Loans Interest Recognized on Nonaccrual Loans
(in thousands)
Real estate:
Residential $ 6,012 $ 353 $ 6,365 $ 125
Commercial 2,272 151 2,423 64
Construction 4,335 — 4,335 323
Commercial and Industrial 1,795 542 2,337 162
Total $ 14,414 $ 1,046 $ 15,460 $ 674
December 31, 2023
Nonaccrual with No Allowance for Credit Loss Nonaccrual with an Allowance for Credit Loss Total Nonaccrual Loans Interest Recognized on Nonaccrual Loans
Real estate:
Residential $ 11,152 $ 246 $ 11,398 $ 236
Commercial 582 — 582 46
Construction 3,288 — 3,288 185
Commercial and Industrial 598 176 774 71
Total $ 15,620 $ 422 $ 16,042 $ 538
The Company has certain loans for which repayment is dependent upon the operation or sale of collateral, as the borrower is experiencing financial difficulty. The underlying collateral can vary based upon the type of loan. The following provides more detail about the types of collateral that secure collateral dependent loans:
• Residential real estate loans are primarily secured by owner-occupied primary residences and, to a lesser extent, investor-owned residences.
• Commercial real estate loans can be secured by either owner-occupied commercial real estate or non-owner occupied investment commercial real estate. Typically, owner-occupied commercial real estate loans are secured by office buildings, warehouses, manufacturing facilities and other commercial and industrial properties occupied by operating companies. Non-owner occupied commercial real estate loans are generally secured by office buildings and complexes, retail facilities, multifamily complexes, land under development and/or industrial properties, as well as other commercial or industrial real estate.
• Construction loans are typically secured by owner-occupied commercial real estate or non-owner occupied investment real estate. Typically, owner-occupied construction loans are secured by office buildings, warehouses, manufacturing facilities, and other commercial and industrial properties that are in process of construction. Non-owner occupied commercial construction loans are generally secured by office buildings and complexes, multi-family complexes, land under development and/or other commercial and industrial real estate in process of construction.
• Commercial and industrial loans are generally secured by equipment, inventory, accounts receivable and/or other commercial property.
17

Capital Bancorp, Inc. and Subsidiaries
Notes to Unaudited Consolidated Financial Statements
Note 5 - Portfolio Loans Receivable and Allowance for Credit Losses (continued)
Collateral dependent loans amortized cost
(in thousands) September 30, 2024 December 31, 2023
Real estate:
Residential $ 5,195 $ 11,152
Commercial 2,423 582
Construction 5,506 3,288
Commercial and Industrial 901 657
Total $ 14,025 $ 15,679
Of the collateral dependent loans as of September 30, 2024, a specific reserve of $ 353 thousand, $ 151 thousand and $ 192 thousand was assessed for residential real estate, commercial real estate and commercial and industrial loans, respectively. Of the collateral dependent loans as of December 31, 2023, a specific reserve of $ 115 thousand was assessed for commercial and industrial loans.
The Company did not make any modifications on loans to borrowers experiencing financial difficulty during the three months ended September 30, 2024. The Company made 3 loan modifications on loans to borrowers experiencing financial difficulty during the nine months ended September 30, 2024 as follows:
Interest rate reduction
(in thousands) Amortized Cost Basis % of Total Loan Type Financial Effect
Real estate:
Residential $ 760 0.199 %
Reduced contractual interest rate from 8.375 % to 6.375 %.
Residential - Home Equity 91 0.164 %
Reduced contractual interest rate from 10.49 % to 6.375 %.
Commercial and Industrial 112 0.044 %
Reduced contractual interest rate from 11.25 % to 6.00 %.
Total $ 963
Term extension
(in thousands) Amortized Cost Basis % of Total Loan Type Financial Effect
Real estate:
Residential $ 760 0.199 %
Added 1 year to the life of the loan which reduced monthly payment amount for the borrower.
Residential - Home Equity 91 0.164 %
Added 22 years to the life of the loan which reduced monthly payment amount for the borrower.
Commercial and Industrial 112 0.044 %
Provided 6 months payment deferral to borrower through the Bank’s standard deferral program. The 6 monthly payments were added to the end of the original loan term.
Total $ 963
The Company did not make any modifications on loans to borrowers experiencing financial difficulty during the three and nine months ended September 30, 2023.
Credit quality indicators
As part of the ongoing monitoring of the credit quality of the Company’s loan portfolio, management tracks certain credit quality indicators including trends related to the risk grade of loans, the level of classified loans, net charge-offs, nonperforming loans, and general economic conditions in the Company’s market. From a credit risk standpoint, the Company utilizes a risk grading matrix to assign a risk grade to
18

Capital Bancorp, Inc. and Subsidiaries
Notes to Unaudited Consolidated Financial Statements
Note 5 - Portfolio Loans Receivable and Allowance for Credit Losses (continued)
each of its loans. The classifications of loans reflect a judgment about the risk of expected credit loss associated with each loan. Credit quality indicators are reviewed and adjusted regularly to account for the degree of risk and expected credit loss that the Company believes to be appropriate for each financial asset.
A description of the general characteristics of loans characterized as classified is as follows:
Pass
Loans characterized as pass includes loans graded exceptional, very good, good, satisfactory and pass/watch. The Company believes that there is a low likelihood of credit deterioration related to those loans that are considered pass.
Special mention
A special mention loan has potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the Company’s credit position at some future date. Special mention loans are not adversely classified and do not expose the Company to sufficient risk to warrant adverse classification.
Borrowers may exhibit poor liquidity and leverage positions resulting from generally negative cash flow or negative trends in earnings. Access to alternative financing may be limited to finance companies for business borrowers and may be unavailable for commercial real estate borrowers.
Substandard
A substandard loan is inadequately protected by the current financial condition and paying capacity of the obligor or of the collateral pledged, if any. Substandard loans have a well-defined weakness, or weaknesses, that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected.
Borrowers may exhibit recent or unexpected unprofitable operations, an inadequate debt service coverage ratio, or marginal liquidity and capitalization. These loans require more intense supervision by Company management.
Doubtful
A doubtful loan has all the weaknesses associated with a substandard loan with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.
Ungraded
Ungraded loans represent credit card loans not included in the individual credit grading process due to the borrower type. The credit quality indicator for credit card loans is based on delinquency status of the borrower as of the date presented.
The following table presents the balances of classified loans based on the most recent credit quality indicator analysis. Classified loans include Special Mention, Substandard and Doubtful loans. Pass classified loans include loans graded exceptional, very good, good, satisfactory, and pass/watch. Credit
19

Capital Bancorp, Inc. and Subsidiaries
Notes to Unaudited Consolidated Financial Statements
Note 5 - Portfolio Loans Receivable and Allowance for Credit Losses (continued)
card loans are ungraded as they are not individually graded. Charge-offs presented represent gross charge-offs recognized in the current period:
September 30, 2024 Term Loans by Origination Year
(in thousands) 2024 2023 2022 2021 2020 Prior Revolving Total
Residential – Real estate
Pass $ 107,537 $ 127,435 $ 124,543 $ 73,180 $ 70,915 $ 108,952 $ — $ 612,562
Special Mention — — 146 140 3,605 284 — 4,175
Substandard — — — 788 — 6,159 — 6,947
Doubtful — — — — — — — —
Total 107,537 127,435 124,689 74,108 74,520 115,395 — 623,684
Commercial – Real estate
Pass 140,849 66,138 153,913 139,391 75,637 188,033 — 763,961
Special Mention — 2,300 10,778 — — 2,290 — 15,368
Substandard — — 6,705 — 320 804 — 7,829
Doubtful — — — — — — — —
Total 140,849 68,438 171,396 139,391 75,957 191,127 — 787,158
Construction – Real estate
Pass 62,238 141,079 48,890 23,269 15,188 6,903 — 297,567
Special Mention — — — — — — — —
Substandard — — — — 1,500 2,842 — 4,342
Doubtful — — — — — — — —
Total 62,238 141,079 48,890 23,269 16,688 9,745 — 301,909
Commercial and Industrial
Pass 64,379 62,304 60,045 25,969 6,869 46,791 — 266,357
Special Mention 245 — 508 — — 41 — 794
Substandard — 141 598 205 3,243 473 — 4,660
Doubtful — — — — — — — —
Total 64,624 62,445 61,151 26,174 10,112 47,305 — 271,811
Other consumer
Pass 1,211 — 198 108 101 427 — 2,045
Special Mention — — — — — — — —
Substandard — — — — — — — —
Doubtful — — — — — — — —
Total 1,211 — 198 108 101 427 — 2,045
Credit card
Ungraded — — — — — — 127,098 127,098
Portfolio loans receivable, gross $ 376,459 $ 399,397 $ 406,324 $ 263,050 $ 177,378 $ 363,999 $ 127,098 $ 2,113,705
September 30, 2024
(in thousands) 2024 2023 2022 2021 2020 Prior Revolving Total
Gross Charge-Offs
Residential $ — $ — $ — $ — $ — $ 630 $ — $ 630
Commercial — — 570 — — — — 570
Commercial and Industrial — 80 306 — — 84 — 470
Credit card — — — — — — 5,019 5,019
Total $ — $ 80 $ 876 $ — $ — $ 714 $ 5,019 $ 6,689
20

Capital Bancorp, Inc. and Subsidiaries
Notes to Unaudited Consolidated Financial Statements
Note 5 - Portfolio Loans Receivable and Allowance for Credit Losses (continued)
December 31, 2023 Term Loans by Origination Year
(in thousands) 2023 2022 2021 2020 2019 Prior Revolving Total
Residential – Real estate
Pass $ 140,394 $ 137,362 $ 76,556 $ 76,938 $ 36,122 $ 88,055 $ — $ 555,427
Special Mention — — 134 3,670 1,176 288 — 5,268
Substandard — 33 — — 26 12,350 — 12,409
Doubtful — — — — — — — —
Total 140,394 137,395 76,690 80,608 37,324 100,693 — 573,104
Commercial – Real estate
Pass 62,095 185,776 145,756 68,748 96,238 116,347 — 674,960
Special Mention — 6,897 — — 805 985 — 8,687
Substandard — — — — 582 — — 582
Doubtful — — — — — — — —
Total 62,095 192,673 145,756 68,748 97,625 117,332 — 684,229
Construction – Real estate
Pass 142,157 72,240 46,180 16,859 6,246 2,517 — 286,199
Special Mention — — — — — 614 — 614
Substandard — — — 1,254 597 1,444 — 3,295
Doubtful — — — — — — — —
Total 142,157 72,240 46,180 18,113 6,843 4,575 — 290,108
Commercial and Industrial
Pass 70,540 71,689 28,007 9,364 18,036 37,392 — 235,028
Special Mention — 156 — 2,406 47 273 — 2,882
Substandard 30 814 211 — 42 201 — 1,298
Doubtful — — — — — — — —
Total 70,570 72,659 28,218 11,770 18,125 37,866 — 239,208
Other consumer
Pass 75 278 147 116 — 334 — 950
Special Mention — — — — — — — —
Substandard — — — — — — — —
Doubtful — — — — — — — —
Total 75 278 147 116 — 334 — 950
Credit card
Ungraded — — — — — — 123,331 123,331
Portfolio loans receivable, gross $ 415,291 $ 475,245 $ 296,991 $ 179,355 $ 159,917 $ 260,800 $ 123,331 $ 1,910,930
December 31, 2023
(in thousands) 2023 2022 2021 2020 2019 Prior Revolving Total
Gross Charge-Offs
Residential $ — $ — $ — $ — $ — $ 670 $ — $ 670
Commercial — — — — 943 — — 943
Commercial and Industrial — 98 — — — — — 98
Credit card — — — — — — 7,076 7,076
Total $ — $ 98 $ — $ — $ 943 $ 670 $ 7,076 $ 8,787
21

Capital Bancorp, Inc. and Subsidiaries
Notes to Unaudited Consolidated Financial Statements
Note 5 - Portfolio Loans Receivable and Allowance for Credit Losses (continued)
Outstanding loan commitments were as follows:
(in thousands) September 30, 2024 December 31, 2023
Unused lines of credit
Real Estate:
Residential $ 20,954 $ 15,436
Residential - Home Equity 45,957 43,892
Commercial 42,809 20,424
Construction 90,871 98,777
Commercial and Industrial 77,391 42,751
Credit card (1)
125,304 114,882
Other consumer 254 310
Total $ 403,540 $ 336,472
Letters of credit $ 4,633 $ 4,641
_______________
(1) Outstanding loan commitments in the credit card portfolio include $ 100.0 million and $ 98.2 million in secured and partially secured balances as of September 30, 2024 and December 31, 2023, respectively.

Lines of credit are agreements to lend to a customer as long as there is no violation of any condition of the contract. Lines of credit generally have variable interest rates. Such lines do not represent future cash requirements because it is unlikely that all customers will, at any given time, draw upon their lines in full. Loan commitments generally have variable interest rates, fixed expiration dates, and may require payment of a fee.
The Company's maximum exposure to credit loss in the event of nonperformance by the customer is the contractual amount of the credit commitment. Loan commitments and lines of credit are generally made on the same terms, including with regard to collateral, as outstanding loans. Management is not aware of any accounting loss to be incurred by funding these loan commitments.
The Company maintains an estimated reserve for unfunded commitments and certain off-balance sheet items such as unfunded lines of credit, which is reflected in other liabilities, with increases or decreases in the reserve being charged to or released from operating expense. Activity for this account is as follows for the periods presented:
Three months ended Nine months ended
(in thousands) September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023
Balance at beginning of period $ 1,052 $ 888 $ 806 $ 1,682
Impact of adopting the CECL standard on January 1, 2023 — — — ( 775 )
Provision for credit losses on unfunded commitments 17 24 263 5
Balance at end of period $ 1,069 $ 912 $ 1,069 $ 912
The Company makes representations and warranties that loans sold to investors meet the investors’ program guidelines and that the information provided by the borrowers is accurate and complete. In the event of a default on a loan sold, the investor may have the right to make a claim for losses due to document deficiencies, program non-compliance, early payment default, and fraud or borrower misrepresentations.
22

Capital Bancorp, Inc. and Subsidiaries
Notes to Unaudited Consolidated Financial Statements
Note 5 - Portfolio Loans Receivable and Allowance for Credit Losses (continued)
The Company maintains a reserve for potential losses on mortgage loans sold, which is reflected in other liabilities, with changes being charged to or released from operating expense. Activity in this reserve is as follows for the periods presented:
Three months ended Nine months ended
(in thousands) September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023
Balance at beginning of period $ 912 $ 1,182 $ 985 $ 1,174
(Release of) provision for mortgage loan put-back reserve 20 4 ( 53 ) 12
Balance at end of period $ 932 $ 1,186 $ 932 $ 1,186
Note 6 - Derivative Financial Instruments
The Company may enter into interest rate lock commitments, which are commitments to originate loans whereby the interest rate on the loan is determined prior to funding and customers have locked into that interest rate as part of its mortgage banking activities. The Company then locks the loan and rate in with an investor and commits to deliver the loan if settlement occurs (Best Efforts). Certain loans under rate lock commitments are covered under forward sales contracts. Forward sales contracts are recorded at fair value with changes in fair value recorded in mortgage banking revenue. Interest rate lock commitments and commitments to deliver loans to investors are considered to be derivatives. The market value of interest rate lock commitments and best efforts contracts are not readily ascertainable with precision because they are not actively traded in stand-alone markets. The Company determines the fair value of rate lock commitments by estimating the fair value of the underlying asset, which is impacted by current interest rates and takes into consideration the probability that the rate lock commitments will close or will be funded.
The following table reports the commitment and fair value amounts on the outstanding derivatives:
(in thousands) September 30, 2024 December 31, 2023
Notional amount of open forward sales agreements $ 15,000 $ —
Fair value of open forward delivery sales agreements 8 —
Notional amount of interest rate lock commitments 11,065 —
Fair value of interest rate lock commitments ( 8 ) —
Note 7 - Leases
The Company’s primary leasing activities relate to certain real estate leases entered into in support of the Company’s branch operations and back office operations. The Company leases five of its full service branches and four other locations for corporate/administration activities, operations, and loan production. All property leases under lease agreements have been designated as operating leases. The Company does not have leases designated as finance leases.
The Company determines if an arrangement is a lease at inception. Operating lease Right of Use (“ROU”) assets are included in premises and equipment, and operating lease liabilities are included as other liabilities in the consolidated balance sheets. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As the Company's leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at
23

Capital Bancorp, Inc. and Subsidiaries
Notes to Unaudited Consolidated Financial Statements
Note 7 - Leases (continued)
commencement date in determining the present value of lease payments. The historical weighted average discount rate was 4.27 % at September 30, 2024 and 3.79 % at December 31, 2023. The operating lease ROU asset also includes any lease pre-payments. The Company's lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components, which the Company has elected to account for separately as the non-lease component amounts are readily determinable under most leases.
As of September 30, 2024, the Company’s net lease ROU assets and related lease liabilities were $ 3.8 million and $ 4.4 million, respectively, compared to December 31, 2023 balances of $ 3.6 million of ROU assets and $ 3.8 million of lease liabilities, and have remaining terms ranging from one to nine years , including extension options that the Company is reasonably certain will be exercised. As of September 30, 2024, the Company had not entered into any material leases that have not yet commenced. The Company’s lease information is summarized as follows:
(in thousands) September 30, 2024 December 31, 2023
Lease Right of Use Asset:
Lease asset $ 6,069 $ 6,810
Less: Accumulated amortization ( 2,226 ) ( 3,223 )
Net lease asset $ 3,843 $ 3,587
Lease Liability:
Lease liability $ 6,404 6,892
Less: Accumulated amortization ( 2,053 ) ( 3,101 )
Net lease liability $ 4,351 $ 3,791
Future minimum payments for operating leases with initial or remaining terms of one year or more are as follows:
(in thousands) September 30, 2024
Amounts due in:
2024 $ 248
2025 1,112
2026 1,081
2027 576
2028 450
2029 and thereafter 1,629
Total future lease payments 5,096
Discount of cash flows ( 745 )
Present value of net future lease payments $ 4,351
24

Capital Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 8 - Fair Value

Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There are three levels of inputs that may be used to measure fair values:
Level 1 - Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date. This includes certain U.S. Treasury and other U.S. Government and government agency securities actively traded in over-the-counter markets.
Level 2 - Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
Level 3 - Significant unobservable inputs that reflect a company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.
The Company used the following methods and significant assumptions to estimate fair value on a recurring basis:
Investment securities available-for-sale - The fair values for investment securities available-for-sale are provided by an independent pricing service and are determined by quoted market prices, if available (Level 1). For securities where quoted prices are not available, fair values are calculated based on market prices of similar securities (Level 2), using matrix pricing. Matrix pricing, which is a mathematical technique commonly used to price debt securities that are not actively traded, values debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted securities (Level 2 inputs). For securities where quoted prices or market prices of similar securities are not available, fair values are calculated using discounted cash flows or other market indicators (Level 3).
Loans held for sale - The fair value of loans held for sale is determined using quoted prices for similar assets, adjusted for specific attributes of that loan (Level 2).
Derivative financial instruments - The fair values of derivatives are based on valuation models using observable market data as of the measurement date (Level 2). Our derivatives are traded in an over-the-counter market where quoted market prices are not always available. Therefore, the fair values of derivatives are determined using quantitative models that utilize multiple market inputs. The inputs will vary based on the type of derivative, but could include interest rates, prices and indices to generate continuous yield or pricing curves, prepayment rates, and volatility factors to value the position. The majority of market inputs are actively quoted and can be validated through external sources, including brokers, market transactions and third-party pricing services.
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Capital Bancorp, Inc. and Subsidiaries
Notes to Unaudited Consolidated Financial Statements
Note 8 - Fair Value (continued)
The Company has categorized its financial instruments measured at fair value on a recurring basis as of September 30, 2024 and December 31, 2023 as follows:
(in thousands)
September 30, 2024 Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3)
Investment securities available-for-sale
U.S. Treasuries $ 127,804 $ 127,804 $ — $ —
Municipal 9,767 — 9,767 —
Corporate 4,680 — 4,680 —
Asset-backed securities 5,657 — 5,657 —
Mortgage-backed securities 60,792 — 60,792 —
Total $ 208,700 $ 127,804 $ 80,896 $ —
Loans held for sale $ 19,554 $ — $ 19,554 $ —
Derivative assets $ 8 $ — $ 8 $ —
Derivative liabilities $ 8 $ — $ 8 $ —
December 31, 2023
Investment securities available-for-sale
U.S. Treasuries $ 149,228 $ 149,228 $ — $ —
Municipal 9,372 — 9,372 —
Corporate 4,413 — 4,413 —
Asset-backed securities 7,045 — 7,045 —
Mortgage-backed securities 38,271 — 38,271 —
Total $ 208,329 $ 149,228 $ 59,101 $ —
Loans held for sale $ 7,481 $ — $ 7,481 $ —
Derivative assets $ — $ — $ — $ —
Derivative liabilities $ — $ — $ — $ —
Financial instruments recorded using FASB ASC 825-10
Under FASB ASC 825-10, the Company may elect to report most financial instruments and certain other items at fair value on an instrument-by-instrument basis with changes in fair value reported in net income. After the initial adoption, the election is made at the acquisition of an eligible financial asset, financial liability or firm commitment or when certain specified reconsideration events occur. The fair value election, with respect to an item, may not be revoked once an election is made.
The following table reflects the difference between the fair value carrying amount of loans held for sale, measured at fair value under FASB ASC 825-10, and the aggregate unpaid principal amount the Company is contractually entitled to receive at maturity:
Fair Value of Loans Held for Sale
(in thousands) September 30, 2024 December 31, 2023
Aggregate fair value $ 19,554 $ 7,481
Contractual principal 15,218 5,168
Difference $ 4,336 $ 2,313
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Capital Bancorp, Inc. and Subsidiaries
Notes to Unaudited Consolidated Financial Statements
Note 8 - Fair Value (continued)
The Company has elected to account for loans held for sale at fair value to eliminate the mismatch that would occur by recording changes in market value on derivative instruments used to hedge loans held for sale while carrying the loans at the lower of cost or market. As of September 30, 2024 and December 31, 2023, there were no held for sale loans which were classified as nonaccrual.
Fair value measurements on a nonrecurring basis
Individually evaluated loans - The Company has measured expected credit losses based on the fair value of the loan's collateral and discounted cash flow analysis, where appropriate. Fair value of the collateral is generally determined based upon independent third-party appraisals of the properties, or discounted cash flows based upon the expected proceeds. These assets are included as Level 3 fair values. As of September 30, 2024 and December 31, 2023, the fair values consist of loan balances of $ 15.5 million and $ 16.0 million, with specific reserves of $ 1.0 million and $ 422 thousand, respectively.
Foreclosed real estate - The Company's foreclosed real estate is measured at fair value less cost to sell. Fair value is determined based on offers and/or appraisals. Cost to sell the real estate is based on standard market factors. The Company categorizes its foreclosed real estate as Level 3. As of September 30, 2024 and December 31, 2023, there was no foreclosed real estate held by the Company.
The Company has categorized its financial instruments measured at fair value on a nonrecurring basis as of September 30, 2024 and December 31, 2023 as follows:
(in thousands) September 30, 2024 December 31, 2023
Individually evaluated loans for credit loss, net
Level 3 inputs
$ 14,456 $ 15,620
Total $ 14,456 $ 15,620
The following table provides information describing the unobservable inputs used in Level 3 fair value measurements at September 30, 2024 and December 31, 2023:
Unobservable Inputs
Valuation Technique Unobservable Inputs Range of Inputs
Individually evaluated loans Appraised Value/Discounted Cash Flows Discounts to appraisals or cash flows for estimated holding and/or selling costs
0 to 25 %
Fair value of financial instruments
Fair value information about financial instruments, whether or not recognized in the balance sheet, for which it is practical to estimate the value is based upon the characteristics of the instruments and relevant market information. Financial instruments include cash, evidence of ownership in an entity, or contracts that convey or impose on an entity the contractual right or obligation to either receive or deliver cash for another financial instrument.
The information used to determine fair value is highly subjective in nature and, therefore, the results are imprecise. Subjective factors include, among other things, estimates of cash flows, risk characteristics, credit quality, and interest rates, all of which are subject to change. Since the fair value is estimated as of the balance sheet date, the amounts that will actually be realized or paid upon settlement or maturity on these various instruments could be significantly different.
27

Capital Bancorp, Inc. and Subsidiaries
Notes to Unaudited Consolidated Financial Statements
Note 8 - Fair Value (continued)
As of September 30, 2024, the techniques used by the Company to estimate the exit price of the loan portfolio consists of similar procedures to those used as of December 31, 2023. The fair value of the Company’s loan portfolio includes a credit risk assumption in the determination of the fair value of its loans. This credit risk assumption is intended to approximate the fair value that a market participant would realize in a hypothetical orderly transaction. The Company’s loan portfolio is initially fair valued using a segmented approach. The Company divides its loan portfolio into the following categories: variable rate loans, individually analyzed loans, and all other loans. The results are then adjusted to account for credit risk as described above, and a further credit risk discount is applied through the use of a discounted cash flow model to compensate for illiquidity risk, based on certain assumptions included within the discounted cash flow model, primarily the use of discount rates that better capture inherent credit risk over the lifetime of a loan.
For variable-rate loans that reprice frequently and have no significant change in credit risk, fair values approximate carrying values. Fair values for impaired loans are estimated using discounted cash flow models or based on the fair value of the underlying collateral.
The fair value of cash and cash equivalents and investments in restricted stocks is the carrying amount. Restricted investments includes equity of the Federal Reserve and other banker’s banks.
The fair value of noninterest-bearing deposits and securities sold under agreements to repurchase is the carrying amount.
The fair value of checking, savings, and money market deposits is the amount payable on demand at the reporting date. Fair value of fixed maturity term accounts and individual retirement accounts is estimated using rates currently offered for accounts of similar remaining maturities.
The fair value of certificates of deposit in other financial institutions is estimated based on interest rates currently offered for deposits of similar remaining maturities.
The fair value of borrowings is estimated by discounting the value of contractual cash flows using current market rates for borrowings with similar terms and remaining maturities.
The fair value of outstanding loan commitments, unused lines of credit, and letters of credit are not included in the table since the carrying value generally approximates fair value. These instruments generate fees that approximate those currently charged to originate similar commitments.
The table below presents the carrying amount, fair value, and placement in the fair value hierarchy of the Company’s financial instruments.
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Capital Bancorp, Inc. and Subsidiaries
Notes to Unaudited Consolidated Financial Statements
Note 8 - Fair Value (continued)
September 30, 2024 December 31, 2023
(in thousands) Carrying Amount Fair Value Carrying Amount Fair Value
Financial assets
Level 1
Cash and due from banks $ 23,462 $ 23,462 $ 14,513 $ 14,513
Interest-bearing deposits at other financial institutions 133,180 133,180 39,044 39,044
Federal funds sold 58 58 407 407
Level 3
Portfolio loans receivable, net $ 2,075,597 $ 2,056,729 $ 1,874,678 $ 1,855,158
Restricted investments 5,895 5,895 4,353 4,353
Financial liabilities
Level 1
Noninterest-bearing deposits $ 718,120 $ 717,951 $ 617,373 $ 617,373
Level 3
Interest-bearing deposits $ 1,468,104 $ 1,470,711 $ 1,278,623 $ 1,280,682
FHLB advances and other borrowed funds 64,062 62,302 49,062 46,634

Note 9 - Segments
The Company’s reportable segments represent business units with discrete financial information whose results are regularly reviewed by management. The four segments include Commercial Banking, Capital Bank Home Loans (the Company’s mortgage loan division), OpenSky ™ (the Company’s credit card division) and the Corporate Office.
Effective January 1, 2024, the Company allocated certain expenses previously recorded directly to the Commercial Bank segment to the other segments. These expenses are for shared services also consumed by OpenSky ™ , CBHL, and Corporate. The Company performs an allocation process based on several metrics the Company believes more accurately ascribe shared service overhead to each segment. The Company believes this reflects the cost of support for each segment that should be considered in assessing segment performance. Historical information has been recast to reflect financial information consistently with the 2024 presentation.
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Capital Bancorp, Inc. and Subsidiaries
Notes to Unaudited Consolidated Financial Statements
Note 9 - Segments (continued)

The following schedule presents financial information for each reportable segment at September 30, 2024 and September 30, 2023.
For the Three Months Ended September 30, 2024
(in thousands) Commercial Bank CBHL
OpenSky ™
Corporate (2)
Eliminations Consolidated
Interest income $ 35,805 $ 161 $ 15,625 $ 1,049 $ ( 30 ) $ 52,610
Interest expense 13,984 108 — 194 ( 30 ) 14,256
Net interest income 21,821 53 15,625 855 — 38,354
Provision for credit losses 1,453 — 2,294 1 — 3,748
Provision for credit losses on unfunded commitments 17 — — — — 17
Net interest income after provision 20,351 53 13,331 854 — 34,589
Noninterest income 726 1,811 4,096 2 — 6,635
Noninterest expense (1)
12,422 2,395 13,276 1,632 — 29,725
Net income (loss) before taxes $ 8,655 $ ( 531 ) $ 4,151 $ ( 776 ) $ — $ 11,499
Total assets $ 2,358,555 $ 19,831 $ 121,587 $ 300,325 $ ( 239,510 ) $ 2,560,788
For the Three Months Ended September 30, 2023
Interest income $ 30,409 $ 111 $ 16,143 $ 1,162 $ ( 84 ) $ 47,741
Interest expense 10,736 32 — 247 ( 84 ) 10,931
Net interest income 19,673 79 16,143 915 — 36,810
Provision for credit losses 275 — 1,875 130 — 2,280
Provision for credit losses on unfunded commitments 24 — — — — 24
Net interest income after provision 19,374 79 14,268 785 — 34,506
Noninterest income 665 1,255 4,405 1 — 6,326
Noninterest expense (1)
12,610 1,880 13,227 329 — 28,046
Net income (loss) before taxes $ 7,429 $ ( 546 ) $ 5,446 $ 457 $ — $ 12,786
Total assets $ 2,102,749 $ 5,280 $ 116,318 $ 264,950 $ ( 216,813 ) $ 2,272,484
(1) Noninterest expense includes $ 6.2 million and $ 6.1 million in data processing expense in the OpenSky ™ segment for the three months ended September 30, 2024 and 2023, respectively.
(2) The Corporate segment invests idle cash in revenue producing assets including interest-bearing cash accounts, loan participations and other appropriate investments for the Company.

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Capital Bancorp, Inc. and Subsidiaries
Notes to Unaudited Consolidated Financial Statements
Note 9 - Segments (continued)

For the Nine Months Ended September 30, 2024
(in thousands) Commercial Bank CBHL
OpenSky ™
Corporate (2)
Eliminations Consolidated
Interest income $ 102,269 $ 376 $ 46,331 $ 2,772 $ ( 154 ) $ 151,594
Interest expense 40,450 232 — 647 ( 154 ) 41,175
Net interest income 61,819 144 46,331 2,125 — 110,419
Provision for credit losses 3,680 — 6,152 60 — 9,892
Provision for credit losses on unfunded commitments 263 — — — — 263
Net interest income after provision 57,876 144 40,179 2,065 — 100,264
Noninterest income 2,107 5,008 12,379 3 — 19,497
Noninterest expense (1)
36,890 7,000 40,650 4,165 — 88,705
Net income (loss) before taxes $ 23,093 $ ( 1,848 ) $ 11,908 $ ( 2,097 ) $ — $ 31,056
Total assets $ 2,358,555 $ 19,831 $ 121,587 $ 300,325 $ ( 239,510 ) $ 2,560,788
For the Nine Months Ended September 30, 2023
Interest income $ 85,451 $ 299 $ 47,441 $ 3,274 $ ( 228 ) $ 136,237
Interest expense 29,012 104 — 712 ( 228 ) 29,600
Net interest income 56,439 195 47,441 2,562 — 106,637
Provision for credit losses 849 — 5,823 130 — 6,802
Provision for credit losses on unfunded commitments 5 — — — — 5
Net interest income after provision 55,585 195 41,618 2,432 — 99,830
Noninterest income 1,964 3,743 13,329 3 — 19,039
Noninterest expense (1)
36,043 6,538 40,083 1,196 — 83,860
Net income (loss) before taxes $ 21,506 $ ( 2,600 ) $ 14,864 $ 1,239 $ — $ 35,009
Total assets $ 2,102,749 $ 5,280 $ 116,318 $ 264,950 $ ( 216,813 ) $ 2,272,484
(1) Noninterest expense includes $ 18.7 million and $ 17.9 million in data processing expense in OpenSky’s ™ segment for the nine months ended September 30, 2024 and 2023, respectively.
(2) The Corporate segment invests idle cash in revenue producing assets including interest-bearing cash accounts, loan participations and other appropriate investments for the Company.


Note 10 - Subsequent Events
In October 2024, the Company’s Board of Directors declared a $ 0.10 per share dividend, payable on November 20, 2024 to shareholders of record on November 4, 2024.
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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
In this Quarterly Report on Form 10-Q, unless we state otherwise or the context otherwise requires, references to “we,” “our,” “us,” “the Company” and “Capital” refer to Capital Bancorp, Inc. and its wholly owned subsidiaries, Capital Bank, N.A., which we sometimes refer to as “Capital Bank,” “the Bank” or “our Bank,” and Church Street Capital, LLC. “Church Street Capital” or “CSC” refer to our wholly-owned subsidiary, Church Street Capital, LLC.
This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended as a review of significant factors affecting the Company’s financial condition and results of operations for the periods indicated. This discussion and analysis should be read in conjunction with the accompanying unaudited consolidated financial statements and the related notes and the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. The results for the three and nine months ended September 30, 2024 are not necessarily indicative of the results expected for the year ending December 31, 2024.
PRIVATE SECURITIES LITIGATION REFORM ACT SAFE HARBOR STATEMENT
This Quarterly Report on Form 10-Q and oral statements made from time-to-time by our representatives contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties. You should not place undue reliance on such statements because they are subject to numerous risks and uncertainties relating to our operations and the business environment in which we operate, all of which are difficult to predict and many of which are beyond our control. Forward-looking statements include information concerning our possible or assumed future results of operations, including descriptions of our business strategy, expectations, beliefs, projections, anticipated events or trends, growth prospects, financial performance, and similar expressions concerning matters that are not historical facts. These statements often include words such as “may,” “believe,” “expect,” “anticipate,” “potential,” “opportunity,” “intend,” “endeavor,” “plan,” “estimate,” “could,” “project,” “seek,” “should,” “will,” or “would,” or the negative of these words and phrases or similar words and phrases.
These forward-looking statements are subject to risks and uncertainties that could cause actual results, performance or achievements to differ materially from those projected. These risks and uncertainties, some of which are beyond our control, include, but are not limited to:
General Economic Conditions
• economic conditions (including the interest rate environment, government economic and monetary policies, the strength of global financial markets and inflation/deflation) that impact the financial services industry as a whole and/or our business;
• adverse developments in the banking industry such as, for example, by high-profile bank failures and the potential impact of such developments on customer confidence, liquidity, and regulatory responses to these developments;
• the concentration of our business in the Washington, D.C. and Baltimore, Maryland metropolitan areas and the effect of changes in economic, political and environmental conditions on these markets;
• interest rate risk associated with our business, including sensitivity of our interest earning assets and interest-bearing liabilities to changes in interest rates, and the impact to our earnings from changes in interest rates;
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• geopolitical conditions, including acts or threats of terrorism, actions taken by the U.S. or other governments in response to acts or threats of terrorism and/or military conflicts, including the ongoing wars in Ukraine and the Middle East, which could impact business and economic conditions in the U.S. and abroad;
• the impact of recent or future changes in the Federal Deposit Insurance Corporation (“FDIC”) insurance assessment rate or the rules and regulations related to the calculation of the FDIC insurance assessment amount, including any special assessments;
• potential changes in federal policy and at regulatory agencies as a result of the upcoming 2024 presidential election;
General Business Operations
• the effect of acquisitions we may make, such as our recent acquisition of Integrated Financial Holdings, Inc. (“IFHI”), including, without limitation, the failure to achieve the expected revenue growth and/or expense savings from such acquisitions, and/or the failure to effectively integrate an acquisition target into our operations;
• our ability to prudently manage our growth and execute our strategy;
• our plans to grow our commercial real estate and commercial business loan portfolios which may carry material risks of non-payment or other unfavorable consequences;
• adequacy of reserves, including our allowance for credit losses (“ACL”);
• deterioration of our asset quality;
• risks associated with our residential mortgage banking business;
• risks associated with our OpenSky ™ credit card division, including compliance with applicable consumer finance and fraud prevention regulations;
• results of examinations of us by our regulators, including the possibility that our regulators may, among other things, require us to increase our allowance for credit losses or to write-down assets;
• changes in the value of collateral securing our loans;
• our dependence on our management team and board of directors and changes in management and board composition;
• liquidity and operations risks associated with our business;
• our ability to maintain important customer deposit relationships and our reputation;
• operational risks associated with our business;
• strategic acquisitions we may undertake to achieve our goals;
• the sufficiency of our capital, including sources of capital and the extent to which we may be required to raise additional capital to meet our goals;
• fluctuations in the fair value of our investment securities;
• potential exposure to fraud, negligence, computer theft and cyber-crime;
• cybersecurity threats and incidents and related potential costs and risks, including reputation, financial and litigation risks;
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• the adequacy of our risk management framework;
• our dependence on our information technology and telecommunications systems and the potential for any systems failures or interruptions;
• our dependence upon outside third parties for the processing and handling of our records and data;
• our ability to adapt to technological change;
• our engagement in derivative transactions;
• volatility and direction of market interest rates;
• increased competition in the financial services industry, particularly from regional and national institutions;
• changes to state rent control laws, which may impact the credit quality of multifamily housing loans;
• our involvement from time to time in legal proceedings, examinations and remedial actions by regulators;
• changes in the laws, rules, regulations, interpretations or policies relating to financial institution, accounting, tax, trade, monetary and fiscal matters;
• the financial soundness of other financial institutions;
• further government intervention in the U.S. financial system;
• climate change, including the enhanced regulatory, compliance, credit and reputational risks and costs associated therewith; and
• natural disasters and adverse weather, acts of terrorism, an outbreak of hostilities or other international or domestic calamities, and other matters beyond our control.
As you read and consider forward-looking statements, you should understand that these statements are not guarantees of performance or results. They involve risks, uncertainties and assumptions and can change as a result of many possible events or factors, not all of which are known to us or in our control. Although we believe that these forward-looking statements are based on reasonable assumptions, beliefs, and expectations, if a change occurs or our beliefs, assumptions or expectations were incorrect, our business, financial condition, liquidity and/or results of operations may vary materially from those expressed in our forward-looking statements. You should be aware that many factors could affect our actual financial results or results of operations and could cause actual results to differ materially from those in the forward-looking statements. These factors include those described under the heading “Risk Factors” under Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2023 and those referenced herein and in other reports on file with the Securities and Exchange Commission (“SEC”).
You should keep in mind that any forward-looking statement made by us speaks only as of the date on which we make it. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect us. We have no duty to, and do not intend to, and disclaim any obligation to, update or revise any industry information or forward-looking statements after the date on which they are made.
Critical Accounting Policies
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The accounting and reporting policies of the Company are in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and conform to general practices within the banking industry. The Company’s financial position and results of operations are affected by management’s application of accounting policies, including estimates, assumptions and judgments made to arrive at the carrying value of assets and liabilities and amounts reported for revenues, expenses and related disclosures. Different assumptions in the application of these policies could result in material changes in the Company’s consolidated financial position and/or results of operations. The Company evaluates its critical accounting estimates and assumptions on an ongoing basis and updates them, as deemed necessary. Management has discussed the Company’s critical accounting policies and estimates with the Audit Committee of the Board of Directors of the Company.
The Company’s accounting policies are fundamental to understanding the Company’s consolidated financial position and consolidated results of operations. Accordingly, the Company’s significant accounting policies are discussed in detail in Note 1 “Nature of Business and Basis of Presentation” in the “Notes to the Consolidated Financial Statements” contained in Item 8 "Financial Statements and Supplementary Data" of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.
Overview
We are Capital Bancorp, Inc., a bank holding company and a Maryland corporation incorporated in 1998, operating primarily through our wholly-owned subsidiary, Capital Bank, N.A., a commercial-focused community bank based in the Washington D.C. and Baltimore metropolitan areas. The Bank is headquartered in Rockville, Maryland, received its charter in 1999 and began operations the same year. We serve businesses, not-for-profit associations, entrepreneurs and others throughout the Washington, D.C. and Baltimore, Maryland metropolitan areas and Fort Lauderdale, Florida through five commercial bank branches, one mortgage office, and two loan production offices.
The Company currently operates three divisions: Commercial Banking, Capital Bank Home Loans, and OpenSky ™ . The Company reports its activities in four business segments: commercial banking; mortgage lending; credit cards; and corporate activities. In determining the appropriateness of segment definition, the Company considers components of the business about which financial information is available and regularly evaluated relative to resource allocation and performance assessment. The accompanying consolidated financial statements have been prepared in accordance with GAAP, and conform to general practices within the banking industry.
Our Commercial Banking division accounts for the majority of the Bank’s total assets. Our commercial bankers endeavor to provide quality service, customized solutions and tailored advice to commercial clients in our operating markets, primarily in the Washington, D.C. and Baltimore metropolitan areas.
Our Capital Bank Home Loans (“CBHL”) division originates conventional and government-guaranteed residential mortgage loans on a nationwide basis primarily for sale into the secondary market and, in certain circumstances, for the Bank’s loan portfolio.
Our OpenSky ™ division provides secured, partially secured and unsecured credit cards on a nationwide basis to under-banked populations and those looking to rebuild their credit scores. OpenSky ™ cards operate on a digital and mobile enabled platform with almost all marketing and application procedures being conducted through website and mobile applications. For the secured credit card, a deposit equal to the full credit limit of the card is made, upon account opening, into a noninterest-bearing demand account with the Bank and the deposit is required to be maintained throughout the life of the card. Using our proprietary scoring model, which considers credit score and repayment history (typically a minimum of six months of on-time repayments, but ultimately determined on a case-by-case basis), OpenSky ™ also offers certain existing customers an unsecured line supplementary to their secured line of credit.
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Capital
As of September 30, 2024, the Bank was in compliance with all applicable regulatory capital requirements to which it was subject, and the Bank was classified as “well capitalized” for purposes of the prompt corrective action regulations. There are no conditions or events since that notification that management believes would change the Bank’s classification. We closely monitor our capital position and intend to take appropriate steps to ensure that our level of capital remains strong.
Acquisition of Integrated Financial Holdings, Inc.
On October 1, 2024, the Company completed its previously announced merger (the “Merger”) with 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 the Company, with the Company continuing as the surviving corporation in the Merger. Immediately following the Merger, West Town Bank & Trust, merged with and into Capital Bank, with Capital Bank as the surviving bank.
In accordance with the terms of the Merger Agreement, each share of IFHI’s common stock, par value $1.00 per share was converted into the right to receive (i) 1.115 shares of the Company’s common stock, par value $0.01 per share, and (ii) subject to certain adjustments, $5.36 in cash per share of IFHI common stock, par value $1.00 per share, held immediately prior to the Effective Time, as well as cash in lieu of fractional shares of the Company’s common stock. 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 the Company and converted into an equivalent option to purchase the Company’s common stock, with the same terms and conditions as applied to the IFHI stock option.
As of the closing, IFHI had more than $541 million in assets, $424 million in gross loans and $450 million in total deposits and operated one banking office located in North Riverside, Illinois.
Results of Operations
Non-GAAP Financial Measures
This document contains non-GAAP financial measures denoted throughout our MD&A by reference to “non-GAAP.” We believe these non-GAAP financial measures provide useful information to investors because they are used by management to evaluate our operating performance and make day-to-day operating decisions. In addition, we believe our non-GAAP results in any given reporting period reflect our on-going financial performance in that period and, accordingly, are useful to consider in addition to our GAAP financial results. We further believe the presentation of non-GAAP results increases comparability of period-to-period results.
Other companies may use similarly titled non-GAAP financial measures that may be calculated differently from the way we calculate such measures. Accordingly, our non-GAAP financial measures may not be comparable to similar measures used by such companies. We caution investors not to place undue reliance on such non-GAAP financial measures, but to consider them with the most directly comparable GAAP measures. Non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation or as a substitute for our results reported under GAAP.
For more information on the computation of non-GAAP financial measures, see “Non-GAAP Financial Measures and Reconciliations.”
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Net Income
The following table sets forth the principal components of net income for the periods indicated.
Three Months Ended September 30,
2024 2023 % Change
(in thousands)
Interest income $ 52,610 $ 47,741 10.2 %
Interest expense 14,256 10,931 30.4 %
Net interest income 38,354 36,810 4.2 %
Provision for credit losses 3,748 2,280 64.4 %
Provision for credit losses on unfunded commitments 17 24 (29.2) %
Net interest income after provision
34,589 34,506 0.2 %
Noninterest income 6,635 6,326 4.9 %
Noninterest expenses 29,725 28,046 6.0 %
Net income before income taxes 11,499 12,786 (10.1) %
Income tax expense 2,827 2,998 (5.7) %
Net income $ 8,672 $ 9,788 (11.4) %
Net income for the three months ended September 30, 2024 was $8.7 million, compared to net income of $9.8 million for the same period in 2023, an 11.4% decrease. Net income, as adjusted to exclude the impact of merger-related expenses (non-GAAP, excluding merger-related expenses), was $9.2 million for the three months ended September 30, 2024. Net interest income increased by $1.5 million, or 4.2%, to $38.4 million when comparing the three months ended September 30, 2024 to the three months ended September 30, 2023, primarily due to increased average balances of $205.8 million in portfolio loans partially offset by increases in the cost of funding. For more information on the computation of non-GAAP financial measures, see “Non-GAAP Financial Measures and Reconciliations.”
The provision for credit losses for the three months ended September 30, 2024 was $3.7 million, an increase of $1.5 million from the same period in 2023. Net charge-offs for the three months ended September 30, 2024 were $2.7 million, or 0.51% on an annualized basis of average portfolio loans, compared to $1.8 million, or 0.38% on an annualized basis of average loans for the same period in 2023. Of the $2.7 million in net charge-offs during the quarter, $1.0 million related to secured and partially secured credit cards and $0.7 million related to unsecured credit cards. Further, $0.6 million of net charge-offs were related to commercial real estate loans and $0.4 million were related to commercial and industrial loans.
For the three months ended September 30, 2024, noninterest income of $6.6 million increased $0.3 million, or 4.9%, from the same period in 2023. Mortgage banking revenue of $1.9 million increased $0.6 million primarily due to increased mortgage loans sold while credit card fees of $4.1 million decreased $0.3 million primarily related to lower interchange and other fee income.
Noninterest expense was $29.7 million for the three months ended September 30, 2024, as compared to $28.0 million for the three months ended September 30, 2023. The change includes increases in salaries and employee benefits expenses of $0.9 million, data processing expense of $0.5 million, merger-related expenses of $0.5 million, occupancy and equipment expenses of $0.4 million, loan processing expenses of $0.2 million and operational losses of $0.1 million. Offsetting decreases include professional fees of $0.4 million, advertising expenses of $0.3 million and other operating expense of $0.2 million.
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Nine Months Ended September 30,
2024 2023 % Change
(in thousands)
Interest income $ 151,594 $ 136,237 11.3 %
Interest expense 41,175 29,600 39.1 %
Net interest income 110,419 106,637 3.5 %
Provision for credit losses 9,892 6,802 45.4 %
Provision for credit losses on unfunded commitments 263 5 5,160.0 %
Net interest income after provision 100,264 99,830 0.4 %
Noninterest income 19,497 19,039 2.4 %
Noninterest expenses 88,705 83,860 5.8 %
Net income before income taxes 31,056 35,009 (11.3) %
Income tax expense 7,617 8,168 (6.7) %
Net income $ 23,439 $ 26,841 (12.7) %
Net income for the nine months ended September 30, 2024 was $23.4 million, compared to net income of $26.8 million for the same period in 2023, a 12.7% decrease. Net interest income increased $3.8 million, or 3.5%, to $110.4 million when comparing the nine months ended September 30, 2024 to the nine months ended September 30, 2023, primarily due to increased average balances of $190.1 million in portfolio loans combined with a 5 basis point increase in the yield on portfolio loans, offset by increases in the cost of funding.
The provision for credit losses for the nine months ended September 30, 2024 was $9.9 million, an increase of $3.1 million, or 45.4%, from the provision for credit losses for the nine months ended September 30, 2023, attributable primarily to portfolio loan growth and specific reserves of $1.0 million for collateral dependent loans at September 30, 2024 as compared to $0.7 million at September 30, 2023. Net charge-offs for the nine months ended September 30, 2024 were $6.6 million, or 0.44% on an annualized basis of average portfolio loans, compared to $6.0 million, or 0.45% on an annualized basis of average loans for the same period in 2023.
For the nine months ended September 30, 2024, noninterest income was $19.5 million, an increase of $0.5 million, or 2.4%, from $19.0 million in the prior year period. Mortgage banking revenue of $5.3 million increased $1.6 million due to an increase in home loan sales while credit card fees of $12.3 million declined $1.0 million from lower interchange and other fee income recognized compared to the prior year.
Noninterest expense was $88.7 million for the nine months ended September 30, 2024, as compared to $83.9 million for the nine months ended September 30, 2023, an increase of $4.8 million, or 5.8%. The change includes increases in salaries and employee benefits expenses of $2.4 million, or 6.5%, merger-related expenses of $1.3 million, occupancy and equipment expenses of $1.2 million, data processing expense of $0.9 million, advertising expenses of $0.6 million and other operating expenses of $0.5 million partially offset by a decrease in professional fees of $1.6 million and other operating losses of $0.4 million.
Net Interest Income and Net Margin Analysis
Net interest income is the difference between interest income on earning assets and the cost of funds supporting those assets. Interest earning assets are composed primarily of loans, loans held for sale, investment securities, and interest-bearing deposits with banks. The cost of funds represents interest expense on deposits and borrowings, which consist of federal funds purchased, advances from the Federal Home Loan Bank (“FHLB”) and subordinated notes. Noninterest-bearing deposits and capital also provide sources of funding.
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We analyze our ability to maximize income generated from interest earning assets and control the interest expenses associated with our liabilities, measured as net interest income, through our net interest margin and net interest spread. Net interest margin is a ratio calculated as net interest income annualized divided by average interest earning assets for the same period. Net interest spread is the difference between average interest rates earned on interest earning assets and average interest rates paid on interest-bearing liabilities.
Changes in market interest rates and the interest rates we earn on interest earning assets or pay on interest-bearing liabilities, as well as in the volume and mix of interest earning assets, interest-bearing and noninterest-bearing liabilities and stockholders’ equity, are usually the largest drivers of periodic changes in net interest income, net interest margin and net interest spread. Fluctuations in market interest rates are driven by many factors, including governmental monetary policies, inflation, deflation, macroeconomic developments, changes in unemployment, the money supply, political and international conditions and conditions in domestic and foreign financial markets. Periodic changes in the volume and types of loans in our loan portfolio are affected by, among other factors, economic and competitive conditions in the Washington, D.C. and Baltimore metropolitan areas, as well as developments affecting the real estate, technology, government services, hospitality and tourism and financial services sectors within our target markets and throughout the Washington, D.C. and Baltimore metropolitan areas. Our ability to respond to changes in these factors by using effective asset-liability management techniques is critical to maintaining the stability of net interest income and net interest margin.
The table below presents the average balances and weighted average rates of the major categories of the Company’s assets, liabilities, and stockholders’ equity for the three and nine months ended September 30, 2024 and 2023. Weighted average yields are derived by dividing annualized income by the average balance of the related assets, and weighted average rates are derived by dividing annualized expense by the average balance of the related liabilities, for the periods shown. Average outstanding balances are derived by utilizing average daily balances for the time period shown. The weighted average yields and rates include amortization of fees, costs, premiums and discounts, which are considered adjustments to yield/rates. Weighted average yields on tax-exempt securities are not calculated on a fully taxable equivalent basis.
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AVERAGE BALANCE SHEET AND NET INTEREST ANALYSIS
Three Months Ended September 30,
2024 2023
Average
Outstanding
Balance 		Interest Income/
Expense
Average
Yield/
Rate (1)
Average
Outstanding
Balance 		Interest Income/
Expense
Average
Yield/
Rate (1)
($ in thousands)
Assets
Interest earning assets:
Interest-bearing deposits $ 91,089 $ 1,137 4.97 % $ 87,112 $ 1,183 5.39 %
Federal funds sold
57 1 6.98 1,134 15 5.25
Investment securities available-for-sale 221,303 1,343 2.41 229,731 1,089 1.88
Restricted investments
4,911 82 6.64 4,058 69 6.75
Loans held for sale
9,967 161 6.43 6,670 111 6.60
Portfolio loans receivable (2)(3)
2,053,619 49,886 9.66 1,847,772 45,274 9.72
Total interest earning assets
2,380,946 52,610 8.79 2,176,477 47,741 8.70
Noninterest earning assets 56,924 44,640
Total assets
$ 2,437,870 $ 2,221,117
Liabilities and Stockholders’ Equity
Interest-bearing liabilities:
Interest-bearing demand accounts $ 228,365 $ 321 0.56 % $ 215,527 $ 71 0.13 %
Savings
4,135 5 0.48 5,582 3 0.21
Money market accounts
698,239 7,442 4.24 655,990 6,373 3.85
Time deposits
479,824 6,134 5.09 374,429 4,256 4.51
Borrowed funds
43,655 354 3.23 34,932 228 2.59
Total interest-bearing liabilities 1,454,218 14,256 3.90 1,286,460 10,931 3.37
Noninterest-bearing liabilities:
Noninterest-bearing liabilities 28,834 25,047
Noninterest-bearing deposits 680,731 666,939
Stockholders’ equity
274,087 242,671
Total liabilities and stockholders’ equity
$ 2,437,870 $ 2,221,117
Net interest spread 4.89 % 5.33 %
Net interest income $ 38,354 $ 36,810
Net interest margin (4)
6.41 % 6.71 %
_______________
(1) Annualized.
(2) Includes nonaccrual loans.
(3) For the three months ended September 30, 2024 and 2023, collectively, portfolio loans yield excluding credit card loans was 7.15% and 6.76%, respectively.
(4) For the three months ended September 30, 2024 and 2023, collectively, credit card loans accounted for 233 and 266 basis points of the reported net interest margin, respectively.

The net interest margin decreased 30 basis points to 6.41% for the three months ended September 30, 2024 from the same period in 2023 as the increase in the cost of deposits, including money market accounts and time deposits, outpaced the increase in portfolio loan yields, including credit card loans. Net interest margin, excluding credit card loans, increased to 4.08% for the three months ended September 30, 2024, compared to 4.05% for the same period in 2023. For more information on the computation of non-GAAP financial measures, see “Non-GAAP Financial Measures and Reconciliations.”
For the three months ended September 30, 2024, average interest earning assets increased $204.5 million, or 9.4%, to $2.4 billion as compared to the same period in 2023, and the average yield on interest earning assets increased to 8.79%, a 9 basis point increase from 8.70%. Compared to the same
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period in the prior year, average interest-bearing liabilities increased $167.8 million, or 13.0%, and the average cost of interest-bearing liabilities increased to 3.90%, a 53 basis point increase from 3.37%.
AVERAGE BALANCE SHEET AND NET INTEREST ANALYSIS
Nine Months Ended September 30,
2024 2023
Average
Outstanding
Balance 		Interest Income/
Expense
Average
Yield/
Rate (1)
Average
Outstanding
Balance 		Interest Income/
Expense
Average
Yield/
Rate (1)
($ in thousands)
Assets
Interest earning assets:
Interest-bearing deposits $ 84,254 $ 3,123 4.95 % $ 72,116 $ 2,531 4.69 %
Federal funds sold
57 3 7.03 1,605 53 4.42
Investment securities available-for-sale 226,151 3,902 2.30 252,993 3,732 1.97
Restricted investments
4,982 253 6.78 5,184 270 6.96
Loans held for sale
7,591 376 6.62 6,145 299 6.51
Portfolio loans receivable (2)(3)
1,991,435 143,937 9.65 1,801,355 129,352 9.60
Total interest earning assets
2,314,470 151,594 8.75 2,139,398 136,237 8.51
Noninterest earning assets 49,458 44,123
Total assets
$ 2,363,928 $ 2,183,521
Liabilities and Stockholders’ Equity
Interest-bearing liabilities:
Interest-bearing demand accounts $ 209,346 $ 579 0.37 % $ 203,099 $ 208 0.14 %
Savings
4,460 7 0.21 5,965 6 0.13
Money market accounts
684,017 21,610 4.22 628,977 16,371 3.48
Time deposits
465,256 17,589 5.05 353,635 11,281 4.27
Borrowed funds
52,461 1,390 3.54 65,192 1,734 3.56
Total interest-bearing liabilities 1,415,540 41,175 3.89 1,256,868 29,600 3.15
Noninterest-bearing liabilities:
Noninterest-bearing liabilities 25,844 22,846
Noninterest-bearing deposits 657,044 665,821
Stockholders’ equity
265,500 237,986
Total liabilities and stockholders’ equity
$ 2,363,928 $ 2,183,521
Net interest spread 4.86 % 5.36 %
Net interest income $ 110,419 $ 106,637
Net interest margin (4)
6.37 % 6.66 %
_______________
(1) Annualized.
(2) Includes nonaccrual loans.
(3) For the nine months ended September 30, 2024 and 2023, collectively, portfolio loans yield excluding credit card loans was 7.05% and 6.57%, respectively.
(4) For the nine months ended September 30, 2024 and 2023, collectively, credit card loans accounted for 239 and 268 basis points of the reported net interest margin, respectively.

The net interest margin decreased 29 basis points to 6.37% for the nine months ended September 30, 2024 from the same period in 2023. Net interest margin, excluding credit card loans, was 3.98% for the nine months ended September 30, 2024 and 2023. For more information on the computation of non-GAAP financial measures, see “Non-GAAP Financial Measures and Reconciliations.”
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For the nine months ended September 30, 2024, average interest earning assets increased $175.1 million, or 8.2%, to $2.3 billion as compared to the same period in 2023, and the average yield on interest earning assets increased 24 basis points. Compared to the same period in the prior year, average interest-bearing liabilities increased $158.7 million, or 12.6%, while the average cost of interest-bearing liabilities increased 74 basis points to 3.89% from 3.15%.
The rate/volume table below presents the composition of the change in net interest income for the periods indicated, as allocated between the change in net interest income due to changes in the volume of average earning assets and interest-bearing liabilities, and the changes in net interest income due to changes in interest rates.
RATE/VOLUME ANALYSIS OF NET INTEREST INCOME
Three Months Ended
September 30, 2024 		Nine Months Ended
September 30, 2024
Compared to
Compared to
September 30, 2023 September 30, 2023
Change Due To
Interest Variance
Change Due To
Interest Variance
(in thousands)
Volume
Rate
Volume
Rate
Interest Income:
Interest-bearing deposits
$ 50 $ (96) $ (46) $ 452 $ 140 $ 592
Federal funds sold
(19) 5 (14) (81) 31 (50)
Investment securities available-for-sale (51) 305 254 (455) 625 170
Restricted investments
14 (1) 13 (10) (7) (17)
Loans held for sale
53 (3) 50 72 5 77
Portfolio loans receivable excluding credit card loans 3,570 1,697 5,267 10,144 6,062 16,206
Credit card loans 335 (990) (655) (216) (1,405) (1,621)
Total interest income
3,952 917 4,869 9,906 5,451 15,357
Interest Expense:
Interest-bearing demand accounts
18 232 250 17 354 371
Savings
(2) 4 2 (2) 3 1
Money market accounts
450 619 1,069 1,739 3,500 5,239
Time deposits
1,332 546 1,878 4,243 2,065 6,308
Borrowed funds
70 56 126 (334) (10) (344)
Total interest expense
1,868 1,457 3,325 5,663 5,912 11,575
Net interest income
$ 2,084 $ (540) $ 1,544 $ 4,243 $ (461) $ 3,782

Total interest income was impacted by the effect of growth in average portfolio loan balances and increases in market interest rates when comparing the three months ended September 30, 2024 to the same period in 2023. The loan portfolio, excluding credit cards, continued to experience growth through the three months ended September 30, 2024, which contributed an additional $5.3 million in interest income. Total interest expense was impacted by growth in average balances of time deposits and money market accounts contributing $1.3 million and $0.5 million, respectively, in interest expense and increased rates on time deposits and money market accounts, which contributed an additional $0.5 million and $0.6 million, respectively, of interest expense.
When comparing the nine months ended September 30, 2024 to the same period in 2023, the greatest positive impact to total interest income was the effect of growth in average portfolio loan balances and increases in market interest rates. The loan portfolio, excluding credit cards, contributed $10.1 million in interest income from volume and $6.1 million in interest income from an increase in market interest rates for the nine months ended September 30, 2024 compared to the same period in the
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prior year. Total interest expense was impacted by growth in average balances of time deposits and money market accounts contributing $4.2 million and $1.7 million, respectively, in interest expense and increased rates on time deposits and money market accounts, which contributed an additional $2.1 million and $3.5 million, respectively, of interest expense.
Provision for Credit Losses
The provision for credit losses represents the amount of expense charged to current earnings to fund the ACL. The amount for credit losses is based on many factors which reflect management’s assessment of the risk in the loan portfolio. Those factors include historical losses, forecasted cash flows, economic conditions and trends, the value and adequacy of collateral, volume and mix of the portfolio, performance of the portfolio, and internal loan processes of the Company and Bank. For a description of the factors taken into account by our management in determining the ACL, see Note 1 “Nature of Business and Basis of Presentation” in the “Notes to the Consolidated Financial Statements” contained in Item 8 “Financial Statements and Supplementary Data” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.
For the three months ended September 30, 2024, the provision for credit losses was $3.7 million, an increase of $1.5 million from the same period in 2023, attributable primarily to portfolio loan growth. Net charge-offs for the three months ended September 30, 2024 were $2.7 million, or 0.51% on an annualized basis of average portfolio loans, compared to $1.8 million, or 0.38% on an annualized basis of average portfolio loans for the same period in 2023. Of the $2.7 million in net charge-offs during the quarter, $1.0 million related to secured and partially secured credit cards and $0.7 million related to unsecured credit cards. Further, $0.6 million of net charge-offs were related to commercial real estate loans and $0.4 million were related to commercial and industrial loans.
For the nine months ended September 30, 2024, the provision for credit losses was $9.9 million, an increase of $3.1 million from the same period in 2023, attributable primarily to portfolio loan growth and specific reserves of $1.0 million for collateral dependent loans at September 30, 2024, as compared to $0.7 million at September 30, 2023. Net charge-offs for the nine months ended September 30, 2024 were $6.6 million, or 0.44% on an annualized basis of average portfolio loans, compared to $6.0 million, or 0.45% on an annualized basis of average portfolio loans, for the same period in 2023. The $6.6 million in net charge-offs during the nine months ended September 30, 2024 was comprised primarily of credit card portfolio net charge-offs, with $3.1 million related to secured and partially secured cards while $1.8 million was related to unsecured cards. Further, $0.6 million of net charge-offs were related to commercial real estate loans, $0.6 million were related to multi-family loans and $0.5 million were related to commercial and industrial loans.
Although the majority of OpenSky ™ credit cards are secured, losses may occur. Some losses result from identity fraud, payment fraud and funding fraud. In addition, losses are sometimes incurred when customers exceed established credit limits as a consequence of certain VISA membership policies that allow cardholders to incur certain charges, such as, for example, rental car charges, gas station charges and hotel deposits, that may exceed card limits. Finally, losses to our credit card portfolio may arise if cardholders cease to maintain the account in good standing with timely payments.
The ACL as a percent of portfolio loans was 1.51% at September 30, 2024 as compared to 1.50% at December 31, 2023. The maintenance of a high-quality loan portfolio, with an adequate allowance for expected credit losses, will continue to be a primary objective for the Company. See additional discussion regarding the Company’s ACL and reserve for unfunded commitments credit exposures at September 30, 2024 in “Financial Condition - Allowance for Credit Losses.”
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Noninterest Income
Our primary sources of recurring noninterest income are credit card fees, such as interchange fees and statement fees, and mortgage banking revenue. Noninterest income does not include (i) loan origination fees to the extent they exceed the direct loan origination costs, which are generally recognized over the life of the related loan as an adjustment to yield using the interest method or (ii) annual, renewal and late fees related to our credit card portfolio, which are generally recognized over the twelve month life of the related loan as an adjustment to yield using the interest method.
The following table presents, for the periods indicated, the major categories of noninterest income:
Three Months Ended September 30, Nine Months Ended September 30,
2024 2023 % Change 2024 2023 % Change
(in thousands)
Noninterest income:
Service charges on deposit accounts $ 235 $ 250 (6.0) % $ 642 $ 724 (11.3) %
Credit card fees 4,055 4,387 (7.6) 12,266 13,303 (7.8)
Mortgage banking revenue 1,882 1,243 51.4 5,325 3,730 42.8
Other income 463 446 3.8 1,264 1,282 (1.4)
Total noninterest income $ 6,635 $ 6,326 4.9 % $ 19,497 $ 19,039 2.4 %
Mortgage banking revenue of $1.9 million increased $0.6 million for the three months ended September 30, 2024 due to an increase in salable originations as compared to the prior year. Mortgage banking revenue of $5.3 million for the nine months ended September 30, 2024 increased $1.6 million due to an increase in home loan sales as compared to the prior year. For the three months ended September 30, 2024, credit card fees of $4.1 million declined by $0.3 million as compared to the three months ended September 30, 2023, primarily related to lower interchange and other fee income. For the nine months ended September 30, 2024, credit card fees of $12.3 million declined $1.0 million as a result of lower interchange and other fee income recognized compared to the prior year.
The Bank’s CBHL division experienced an increase of 49.3% in mortgage originations during the three months ended September 30, 2024 when compared to the same period in the prior year. Origination volumes increased $24.7 million, to $74.7 million, in the third quarter of 2024, when compared to $50.0 million in the third quarter of 2023. Gain on sale margins decreased from 2.57% for the three months ended September 30, 2023, to 2.44% for the three months ended September 30, 2024. Gain on sale margins decreased from 2.71% for the nine months ended September 30, 2023, to 2.65% for the nine months ended September 30, 2024.
Mortgage loans sold are subject to repurchase in circumstances where documentation is deficient or the underlying loan becomes delinquent or pays off within a specified period following loan funding and sale. The Bank has established a reserve under GAAP for possible repurchases. The reserve was $0.9 million and $1.0 million at September 30, 2024 and December 31, 2023, respectively. The Bank repurchased one loan totaling $0.3 million during the nine months ended September 30, 2024. The Bank did not repurchase any loans during the nine months ended September 30, 2023. The Bank does not originate “sub-prime” mortgage loans and has no exposure to this market segment.
Noninterest Expense
Generally, noninterest expense is comprised of all employee expenses and costs associated with operating our facilities, obtaining and retaining customer relationships and providing bank services, with the largest component being salaries and employee benefits expenses. Noninterest expense also includes operational expenses, such as occupancy and equipment expenses, professional fees,
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advertising expenses, loan processing expenses and other general and administrative expenses, including FDIC assessments, communications, travel, meals, training, supplies and postage.
The following table presents, for the periods indicated, the major categories of noninterest expense:
Three Months Ended September 30, Nine Months Ended September 30,
2024 2023 % Change 2024 2023 % Change
(in thousands)
Noninterest expense:
Salaries and employee benefits
$ 13,345 $ 12,419 7.5 % $ 39,524 $ 37,116 6.5 %
Occupancy and equipment
1,791 1,351 32.6 5,268 4,100 28.5
Professional fees 1,980 2,358 (16.0) 5,696 7,340 (22.4)
Data processing
6,930 6,469 7.1 20,479 19,558 4.7
Advertising
1,223 1,565 (21.9) 5,327 4,728 12.7
Loan processing
615 426 44.4 1,462 1,435 1.9
Foreclosed real estate expenses, net 1 1 — 2 7 (71.4)
Merger-related expenses 520 — 1,315 —
Operational losses 1,008 953 5.8 2,721 3,123 (12.9)
Other operating 2,312 2,504 (7.7) 6,911 6,453 7.1
Total noninterest expenses $ 29,725 $ 28,046 6.0 $ 88,705 $ 83,860 5.8
Noninterest expense was $29.7 million for the three months ended September 30, 2024, as compared to $28.0 million for the three months ended September 30, 2023, an increase of $1.7 million. The change includes increases in salaries and employee benefits expenses of $0.9 million, data processing expense of $0.5 million, merger-related expenses of $0.5 million, occupancy and equipment expenses of $0.4 million, loan processing expenses of $0.2 million and operational losses of $0.1 million. Offsetting decreases include professional fees of $0.4 million, advertising expenses of $0.3 million and other operating expenses of $0.2 million.
Noninterest expense was $88.7 million for the nine months ended September 30, 2024, as compared to $83.9 million for the nine months ended September 30, 2023, an increase of $4.8 million, or 5.8%. The change includes increases in salaries and employee benefits expenses which increased by $2.4 million, or 6.5%, merger-related expenses of $1.3 million, occupancy and equipment expenses of $1.2 million, advertising expenses of $0.6 million and other operating expenses of $0.5 million partially offset by a decrease in professional fees of $1.6 million.
Income Tax Expense
The amount of income tax expense we incur is influenced by our pre-tax income and our nondeductible expenses. Deferred tax assets and liabilities are reflected at enacted tax rates in effect for the period in which the deferred tax assets and liabilities are expected to be realized or settled. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized.
Income tax expense was $2.8 million and $7.6 million for the three and nine months ended September 30, 2024, respectively, compared to $3.0 million and $8.2 million for the same periods, respectively, in 2023. Our effective tax rates increased from 23.4% for the three months ended September 30, 2023 to 24.6% for the three months ended September 30, 2024, and from 23.3% for the nine months ended September 30, 2023 to 24.5% for the nine months ended September 30, 2024, reflective of an increase in the weighted average state income tax rate.
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Financial Condition
The following table summarizes the Company’s financial condition at the dates indicated.
(in thousands, except per share data) September 30, 2024 December 31, 2023 $ Change % Change
Total assets $ 2,560,788 $ 2,226,176 $ 334,612 15.0 %
Investment securities available-for-sale 208,700 208,329 371 0.2
Mortgage loans held for sale 19,554 7,481 12,073 161.4
Portfolio loans receivable, net of deferred fees and costs 2,107,522 1,903,288 204,234 10.7
Allowance for credit losses 31,925 28,610 3,315 11.6
Deposits 2,186,224 1,895,996 290,228 15.3
FHLB borrowings 52,000 22,000 30,000 136.4
Other borrowed funds 12,062 27,062 (15,000) (55.4)
Total stockholders’ equity 280,111 254,860 25,251 9.9
Tangible common equity (1)
280,111 254,860 25,251 9.9
Equity to total assets at end of period 10.94 % 11.45 % (4.5)
Weighted average number of basic shares outstanding, YTD 13,909 14,002 (0.7)
Weighted average number of diluted shares outstanding, YTD 13,909 14,081 (1.2)
Common shares outstanding 13,918 13,923 0.0
Book value per share $ 20.13 $ 18.31 9.9
Tangible book value per share (1)
20.13 18.31 9.9
Dividends per share, YTD 0.26 0.28
_____________
(1) See “Non-GAAP Financial Measures and Reconciliations” for a reconciliation of non-GAAP measures.

Total assets at September 30, 2024 increased $334.6 million from the balance at December 31, 2023. Net portfolio loans, which exclude mortgage loans held for sale, totaled $2.1 billion as of September 30, 2024, an increase of $204.2 million, or 10.7%, from $1.9 billion at December 31, 2023. Mortgage loans held for sale increased $12.1 million, or 161.4%, when comparing the period end balances at September 30, 2024 to December 31, 2023.
Investment Securities
The Company uses its securities portfolio to provide a source of liquidity, provide an appropriate return on funds invested, manage interest rate risk, meet collateral requirements and meet regulatory capital requirements.
Management classifies investment securities as either held to maturity or available-for-sale based on our intentions and the Company’s ability to hold such securities until maturity. In determining such classifications, securities that management has the positive intent and the Company has the ability to hold until maturity are classified as held to maturity and carried at amortized cost. All other securities are designated as available-for-sale and carried at estimated fair value with unrealized gains and losses included in stockholders’ equity on an after-tax basis. As of September 30, 2024, all securities were classified as available-for-sale.
To supplement interest income earned on our loan portfolio, the Company invests in U.S. Treasuries, high-quality mortgage-backed securities, government agency bonds, asset-backed securities and high-quality municipal and corporate bonds. The asset-backed securities are comprised of student loan collateral issued by the Federal Family Education Loan Program, which includes a minimum of a 97%
46

government repayment guarantee, as well as additional support in excess of the government guaranteed portion.
The following tables summarize the contractual maturities, without consideration of call features or pre-refunding dates, and weighted-average yields of investment securities at September 30, 2024 and the amortized cost and carrying value of those securities as of the indicated dates. The weighted average yields were calculated by multiplying the amortized cost of each individual security by its yield, dividing that figure by the portfolio total, and then summing the value of these results to arrive at the weighted average yield. Yields on tax-exempt investments are not calculated on a fully tax equivalent basis.
INVESTMENT MATURITIES
One Year or Less More Than One Year Through Five Years More Than Five Years Through Ten Years More Than Ten Years Total
September 30, 2024 Amortized Cost Weighted Average Yield Amortized Cost Weighted Average Yield Amortized Cost Weighted Average Yield Amortized Cost Weighted Average Yield Amortized Cost Fair Value Weighted Average Yield
(in thousands)
Securities Available-for-Sale:
U.S. Treasuries $ 30,000 1.94 % $ 85,215 1.25 % $ 20,688 1.47 % $ — — % $ 135,903 $ 127,804 1.44 %
Municipal — — 903 4.87 4,105 4.47 6,691 1.91 11,699 9,767 3.04
Corporate — — — — 5,000 4.31 — — 5,000 4,680 4.31
Asset-backed securities — — — — — — 5,652 6.51 5,652 5,657 6.51
Mortgage-backed securities 5,921 5.00 36,867 4.34 6,957 2.94 12,027 4.29 61,772 60,792 4.24
Total $ 35,921 2.44 % $ 122,985 2.20 % $ 36,750 2.47 % $ 24,370 4.15 % $ 220,026 $ 208,700 2.53 %
As described in Note 4 - “Investment Securities” in the “Notes to Unaudited Consolidated Financial Statements,” at September 30, 2024, management determined the Company does not have the intent to sell, nor is it more likely than not that it will be required to sell, available-for-sale debt securities in an unrealized loss position at September 30, 2024 before it is able to recover the amortized cost basis. Further, management reviewed the Company’s holdings as of September 30, 2024 and concluded there were no credit-related declines in fair value. Additional information related to the types of securities held at September 30, 2024, other than securities issued or guaranteed by U.S. Government entities or agencies, is as follows:
Corporate Securities – There have been no payment defaults on any of the Company’s holdings of corporate debt securities. There are five securities all of which are subordinated debt of other financial institutions with face amounts ranging from $0.5 million to $2 million.
Municipal Securities – All of the Company’s holdings of municipal bonds were investment grade and there have been no payment defaults. Summary ratings information at September 30, 2024, based on the amortized cost basis and reflecting the lowest enhanced or underlying rating by Moody’s, Standard & Poors or Fitch, is as follows: AAA – 82% of the portfolio; AA+ – 8%; AA – 10%.
Asset-backed Securities – There were three investment grade asset-backed securities, and there have been no payment defaults on these securities.
As such, it is deemed the above listed securities are not in an unrealized loss position due to credit-related issues and no further analysis is warranted as of September 30, 2024.
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Portfolio Loans Receivable
Our primary source of income is derived from interest earned on loans. Our portfolio loans consist of loans secured by real estate as well as commercial business loans, credit card loans secured by corresponding deposits at the Bank and, to a limited extent, other consumer loans. Our loan customers primarily consist of small- to medium-sized businesses, professionals, real estate investors, small residential builders and individuals. Our owner-occupied commercial real estate loans, residential construction loans and commercial business and investment loans provide us with higher risk-adjusted returns, shorter maturities and more sensitivity to interest rate fluctuations, and are complemented by our relatively lower risk residential real estate loans to individuals. Our credit card portfolio supplements our traditional lending products with enhanced yields. Our lending activities, outside of credit cards, are principally directed to our market area consisting of the Washington, D.C. and Baltimore, Maryland metropolitan areas.
Residential Real Estate Loans . One-to-four family mortgage loans are primarily secured by owner-occupied primary and secondary residences and, to a lesser extent, investor-owned residences. Residential loans are originated through the commercial sales teams and CBHL division. Residential loans also include home equity lines of credit. Owner-occupied residential real estate loans usually have fixed rates for five or seven years and adjust on an annual basis after the initial term based on a typical maturity of 30 years. Investor residential real estate loans are generally based on 25-year terms with a balloon payment due after five years. Generally, the required minimum debt service coverage ratio is 115%.
Commercial Real Estate Loans . Commercial real estate loans are originated on owner-occupied and non-owner-occupied properties. These loans may be adversely affected by conditions in the real estate markets or in the general economy. Business equity lines of credit totaling $2.7 million as of September 30, 2024 and $14.1 million as of December 31, 2023, are included in the commercial real estate loan category. Business equity lines of credit are commercial purpose lines of credit primarily secured by the business owners residential properties. Lender finance loans totaling $29.5 million as of September 30, 2024 and $11.1 million as of December 31, 2023, are also included in the commercial real estate loan category. Lender finance loans are loans to companies used to purchase finance receivables or extend finance receivables to the underlying obligors and are secured primarily by the finance receivables held by our borrowers. The primary sources of repayment are the operating incomes of the borrowers and the collection of the finance receivables securing the loans. Commercial loans that are secured by owner-occupied commercial real estate and primarily collateralized by operating cash flows are included in the commercial real estate loan category. As of September 30, 2024, there were approximately $351.5 million of owner-occupied commercial real estate loans, representing approximately 16.6% of the loan portfolio as compared to $307.9 million, or 16.1% of the loan portfolio at December 31, 2023. Commercial real estate loan terms are generally extended for 10 years or less and amortize generally over 25 years or less. The interest rates on commercial real estate loans generally have initial fixed rate terms that adjust typically at five years. Origination fees are routinely charged for services. Personal guarantees from the principal owners of the business are generally required, supported by a review of the principal owners’ personal financial statements and global debt service obligations. The properties securing the portfolio are diverse in type. This diversity may help reduce the exposure to adverse economic events that affect any single industry.
Construction Loans . Construction loans are offered within the Company’s Washington, D.C. and Baltimore, Maryland metropolitan operating areas to builders, primarily for the construction of single-family homes and condominium and townhouse conversions or renovations and, to a lesser extent, to individuals. Construction loans typically have terms of 12 to 18 months. The Company frequently transitions the end purchaser to permanent financing or re-underwriting and sale into the secondary market through its CBHL division. According to underwriting standards, the ratio of loan principal to collateral value, as established by an independent appraisal, cannot exceed 75% for investor-owned and 80% for owner-occupied properties, although exceptions are sometimes made. The Company performs a
48

stress test of the construction loan portfolio at least once a year, and underlying real estate conditions are monitored as well as trends in sales outcomes versus underwriting valuations as part of ongoing risk management efforts. The borrowers’ progress in construction buildout is monitored against the original underwriting guidelines for construction milestones and completion timelines.
Commercial and Industrial . In addition to other loan products, general commercial loans, including commercial lines of credit, working capital loans, term loans, equipment financing, letters of credit and other loan products, are offered, primarily in target markets, and underwritten based on each borrower’s ability to service debt from income. These loans are primarily made based on the identified cash flows of the borrower and secondarily, on the underlying collateral provided by the borrower. Most commercial business loans are secured by a lien on general business assets including, among other things, available real estate, accounts receivable, promissory notes, inventory and equipment. Personal guaranties from the borrower or other principal are generally obtained.
Credit Cards . Through the OpenSky™ credit card division, the Company offers secured, partially secured, and unsecured credit cards on a nationwide basis to under-banked populations and those looking to rebuild their credit scores through a fully digital and mobile platform. The secured lines of credit are secured by a noninterest-bearing demand account at the Bank in an amount equal to the full credit limit of the credit card. For the partially secured lines of credit, the Bank offers certain customers an unsecured line in excess of their secured line of credit by using a proprietary scoring model, which considers credit score and repayment history (typically a minimum of six months of on-time payments, but ultimately determined on a case-by-case basis). Partially secured and unsecured credit cards are only extended to existing secured card customers who have demonstrated sound credit behaviors. Approximately $89.6 million and $95.3 million in secured and partially secured credit card balances were protected by savings deposits held by the Company as of September 30, 2024 and December 31, 2023, respectively. Unsecured balances were $39.7 million and $30.8 million, respectively, at the same dates.
Other Consumer Loans . To a limited extent and typically as an accommodation to existing customers, personal consumer loans, such as term loans, car loans and boat loans are offered.
Purchased Credit Deterioration . There were no loans purchased with credit deterioration during the three and nine months ended September 30, 2024 or the three and nine months ended September 30, 2023.
The repayment of loans is a source of additional liquidity for the Company. The following table details contractual maturities of our portfolio loans, along with an analysis of loans maturing after one year categorized by rate characteristic. Loans with adjustable interest rates are shown as maturing in the period during which the contract is due. The table does not reflect the effects of possible prepayments.
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As of September 30, 2024
One Year
or Less 		One to
Five Years 		Over
Five Years to Fifteen Years 		After Fifteen Years
(in thousands) Amount Amount Amount Amount Total
Real estate:
Residential $ 138,413 $ 237,966 $ 67,493 $ 179,812 $ 623,684
Commercial 137,797 381,501 251,135 16,725 787,158
Construction 264,913 34,538 2,458 — 301,909
Commercial and Industrial 105,354 70,518 76,450 19,489 271,811
Credit card 127,098 — — — 127,098
Other consumer 382 288 1,375 — 2,045
Total portfolio loans, gross $ 773,957 $ 724,811 $ 398,911 $ 216,026 $ 2,113,705
Loans above maturing after one year categorized by rate characteristic: Predetermined Interest Rates Floating or Variable Rates Total
Real estate:
Residential $ 302,114 $ 183,157 $ 485,271
Commercial 397,254 252,107 649,361
Construction 5,403 31,593 36,996
Commercial and Industrial 92,819 73,638 166,457
Other consumer 456 1,207 1,663
Total portfolio loans, gross $ 798,046 $ 541,702 $ 1,339,748
Multi-family loans totaled $170.5 million at September 30, 2024 and are included in the real estate residential loan category. At September 30, 2024, the Company had approximately $66.3 million in multi-family loans in the District of Columbia secured by properties with tenants, some of whom are beneficiaries of rent stabilization or rent control programs. Under the Rent Control Act in the District of Columbia, properties built prior to 1975 limit rent increases to no more than annually unless a unit becomes vacant, and increases are generally limited to the Consumer Price Index plus 2% not to exceed 10%. Further, there must be at least 30 days’ notice of rent increase. The Company does not have any multi-family loans in New York City or New York state.
The following tables present non-owner-occupied and owner-occupied commercial real estate loans and multi-family loans and the weighted average loan-to-value (“LTV”) and fixed rate maturities by year and loan type:

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Non-owner-occupied commercial real estate loans, including multi-family
As of September 30, 2024
(in thousands) Amount Average Loan Size
Weighted Average LTV (1)
% of Non-Owner-Occupied Commercial Real Estate Loans % of Total Portfolio Loans, Gross
Loan type:
Multi-family $ 170,513 $ 1,853 58.1 % Not Applicable 8.1 %
Retail $ 116,324 $ 1,454 56.6 % 28.8 % 5.5 %
Mixed use 96,337 1,189 52.8 % 23.9 % 4.6 %
Hotel 74,343 4,130 52.4 % 18.4 % 3.5 %
Industrial 63,109 1,127 54.2 % 15.6 % 3.0 %
Office 13,356 557 63.2 % 3.3 % 0.6 %
Other (2)
40,018 1,819 55.4 % 10.0 % 1.9 %
Total non-owner-occupied commercial real estate loans $ 403,487 $ 1,436 54.6 % 100.0 % 19.1 %
Total portfolio loans, gross $ 2,113,705
Scheduled maturities of fixed rate non-owner-occupied commercial real estate loans, including multi-family
As of September 30, 2024
(in thousands) 2024 2025 2026 2027 2028 and Onwards Total
Loan type:
Multi-family $ 4,306 $ 7,986 $ 17,366 $ 20,745 $ 64,350 $ 114,753
Retail $ 14,631 $ 824 $ 11,104 $ 19,326 $ 32,274 $ 78,159
Mixed use 7,614 4,871 23,322 9,146 19,771 64,724
Industrial 712 8,128 7,477 9,436 14,842 40,595
Hotel 1,374 — — 3,548 22,222 27,144
Office 685 2,826 551 2,986 2,921 9,969
Other 5,396 1,002 4,802 6,420 2,675 20,295
Total fixed rate non-owner-occupied commercial real estate loans $ 30,412 $ 17,651 $ 47,256 $ 50,862 $ 94,705 $ 240,886
Owner-occupied commercial real estate loans
As of September 30, 2024
(in thousands) Amount Average Loan Size
Weighted Average LTV (1)
% of Owner-Occupied Commercial Real Estate Loans % of Total Portfolio Loans, Gross
Loan type:
Industrial $ 108,048 $ 1,522 56.9 % 30.7 % 5.1 %
Office 44,781 640 57.5 % 12.7 % 2.1 %
Retail 41,137 762 59.2 % 11.7 % 1.9 %
Mixed use 17,550 924 65.2 % 5.0 % 0.8 %
Other (3)
139,946 2,799 61.6 % 39.9 % 6.6 %
Total owner-occupied commercial real estate loans $ 351,462 $ 1,331 59.6 % 100.0 % 16.6 %
Total portfolio loans, gross $ 2,113,705
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Scheduled maturities of fixed rate owner-occupied commercial real estate loans
As of September 30, 2024
(in thousands) 2024 2025 2026 2027 2028 and Onwards Total
Loan type:
Industrial $ 3,872 $ — $ 9,988 $ 7,263 $ 40,355 $ 61,478
Office 138 2,650 804 2,241 28,301 34,134
Retail 2,465 1,000 931 3,855 24,431 32,682
Mixed use — — 1,101 897 10,650 12,648
Other 14,639 2,230 22,185 10,301 32,410 81,765
Total fixed rate owner-occupied commercial real estate loans $ 21,114 $ 5,880 $ 35,009 $ 24,557 $ 136,147 $ 222,707
_______________
(1) Weighted average LTV is calculated by reference to the most recent available appraisal of the property securing each loan.
(2) Other non-owner-occupied commercial real estate loans include a land loan of $12.7 million, skilled nursing loans of $9.2 million, special purpose loans of $9.2 million, and other loans of $8.9 million.
(3) Other owner-occupied commercial real estate loans include special purpose loans of $57.9 million, skilled nursing loans of $53.8 million, and other loans of $28.2 million.

Nonperforming Assets
Loans are placed on nonaccrual status when, in management’s opinion, the borrower may be unable to meet payment obligations as they become due, as well as when required by regulatory provisions. Loans may be placed on nonaccrual status regardless of whether or not such loans are considered past due. In general, we place loans on nonaccrual status when they become 90 days past due. We also place loans on nonaccrual status if they are less than 90 days past due if the collection of principal or interest is in doubt. When the interest accrual is discontinued, all unpaid accrued interest is reversed from income. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are, in management’s opinion, reasonably assured.
Loans are generally charged-off in part or in full when management determines the loan to be uncollectible. Factors for charge-off that may be considered include: repayments deemed to be extended out beyond reasonable time frames, customer bankruptcy and lack of assets, and/or collateral deficiencies. Consumer credit card balances are moved into the charge off queue after they become more than 90 days past due and are charged off not later than 120 days after they become past due. Otherwise, loans that are past due for 180 days or more are charged off unless the loan is well secured and in the process of collection.
The Company believes its approach to lending and the management of nonperforming assets has resulted in sound asset quality and timely resolution of problem assets. The Company has established underwriting guidelines to be followed by our bankers, and routinely monitors our delinquency levels for any negative or adverse trends. There can be no assurance, however, that our loan portfolio will not become subject to increasing pressures from deteriorating borrower credit.
From a credit risk standpoint, we grade watchlist and problem loans into one of five credit quality indicators: pass/watch, special mention, substandard, doubtful or loss. The classifications of loans reflect a judgment about the risks of default and loss associated with each loan. Credit ratings are reviewed regularly and adjusted regularly to reflect the degree of risk and loss that our management believes to be appropriate for each credit. Our lending policy requires the routine monitoring of past due reports, daily overdraft reports, monthly maturing loans, monthly risk rating reports and internal loan review reports. The lending and credit management of the Bank meet periodically to review loans rated pass/watch. The focus of each meeting is to identify and promptly determine any necessary required action within this loan population, which consists of loans that, although considered satisfactory and performing to terms, may exhibit special risk features that warrant management’s attention.
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Management is intent on maintaining a strong credit review function and risk rating process. The Company has an experienced Credit Administration function, which provides independent analysis of credit requests and the management of problem credits. The Credit Department has developed and implemented analytical procedures for evaluating credit requests, has refined the Company’s risk rating system, and continues to adapt and enhance the monitoring of the loan portfolio. The loan portfolio analysis process is intended to contribute to the identification of weaknesses before they become more severe.
A special mention loan has potential weaknesses deserving of management’s attention. If uncorrected, such weaknesses may, at a future date, impair the repayment prospects for the asset or our credit position.
Loans that are deemed special mention, substandard, doubtful or loss are listed in the Bank’s Problem Loan Status Report. The Problem Loan Status Report provides a detailed summary of the borrower and guarantor status, loan accrual status, collateral evaluation and includes a description of the planned collection and administration program designed to mitigate the Bank’s risk of loss and remove the loan from problem status. The Special Asset Committee reviews the Problem Loan Status Report on a quarterly basis for borrowers with an overall loan exposure in excess of $250,000.
At September 30, 2024, the recorded investment in individually assessed loans was $15.5 million, requiring a specific reserve of $1.0 million. At December 31, 2023, the recorded investment in individually assessed loans was $16.0 million, requiring a specific reserve of $0.4 million. The $16.0 million of individually assessed loans at December 31, 2023 included a single multi-unit residential real estate loan secured by four properties with a balance of $7.6 million at December 31, 2023.
Allowance for Credit Losses
We maintain an ACL that represents management’s estimate of expected credit losses and risks inherent in our loan portfolio. The balance of the ACL is based on internally assigned risk classifications of loans, historical loss rates, changes in the nature of our loan portfolio, overall portfolio quality, industry concentrations, delinquency trends, current economic factors and the estimated impact of current economic conditions on certain historical loss rates.
A major consideration in the determination of the ACL on the credit card portfolio is based on historical loss experience in that portfolio. The Company calculates the credit card ACL collectively, applying segmentation based on collateral positions: secured, partially secured, and unsecured.
The following table presents key ratios for the ACL and nonaccrual loans for the periods indicated:
Allowance for credit losses to period end portfolio loans Nonaccrual loans to total portfolio loans Allowance for credit losses to nonaccrual loans
(in thousands) September 30, 2024 December 31, 2023 September 30, 2024 December 31, 2023 September 30, 2024 December 31, 2023
Real estate:
Residential 0.96 % 0.96 % 1.02 % 1.99 % 94 % 48 %
Commercial 1.49 1.51 0.31 0.09 483 1,773
Construction 0.86 0.78 1.44 1.13 60 69
Commercial and Industrial 1.58 1.84 0.86 0.32 183 569
Credit card 5.77 4.94 — — — —
Other consumer 0.88 1.26 — — — —
Total 1.51 % 1.50 % 0.73 % 0.84 % 207 % 178 %

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The following tables present a summary of the net charge-offs (recovery) of loans as a percentage of average loans for the periods indicated:
Three Months Ended September 30,
2024 2023
(in thousands) Net Charge-Offs Average Loans
Percent of average portfolio loans (1)
Net Charge-Offs Average Loans
Percent of average portfolio loans (1)
Real estate:
Residential $ (4) $ 610,828 — % $ — $ 571,115 — %
Commercial 570 758,750 0.30 (39) 655,743 (0.02)
Construction — 300,187 — — 274,792 —
Commercial and Industrial 366 260,808 0.56 66 228,421 0.11
Credit card 1,723 119,458 5.74 1,753 116,814 5.95
Other consumer — 3,588 — — 887 —
Total $ 2,655 $ 2,053,619 0.51 % $ 1,780 $ 1,847,772 0.38 %
_____________
(1) Annualized.

Nine Months Ended September 30,
2024 2023
(in thousands) Net Charge-Offs Average Loans
Percent of average portfolio loans (1)
Net Charge-Offs (Recoveries) Average Loans
Percent of average portfolio loans (1)
Real estate:
Residential $ 630 $ 591,728 0.14 % $ — $ 551,280 — %
Commercial 570 738,630 0.10 904 653,467 0.18
Construction — 294,767 — — 259,602 —
Commercial and Industrial 468 249,017 0.25 56 220,897 0.03
Credit card 4,909 113,764 5.76 5,036 114,416 5.88
Other consumer — 3,529 — — 1,693 —
Total $ 6,577 $ 1,991,435 0.44 % $ 5,996 $ 1,801,355 0.45 %
_____________
(1) Annualized.

As the loan portfolio and ACL review processes continue to evolve, there may be changes to elements of the allowance and this may influence the overall level of the allowance maintained. Historically, the Bank has enjoyed a high-quality loan portfolio with relatively low levels of net charge-offs and low delinquency rates. The maintenance of a high-quality portfolio will continue to be a priority.
Although we believe we have established our ACL in accordance with GAAP and that the ACL is currently adequate to provide for known and inherent losses in the portfolio at all times shown above, future provisions for credit losses will be subject to ongoing evaluations of the risks in our loan portfolio.
The following table shows the allocation of the ACL among loan categories as of the dates indicated. The total allowance is available to absorb losses from any loan category.
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September 30, 2024 December 31, 2023
Amount
Percent (1)
Amount
Percent (1)
(in thousands)
Real estate:
Residential $ 5,982 19 % $ 5,518 19 %
Commercial 11,705 37 % 10,316 36 %
Construction 2,604 8 % 2,271 8 %
Commercial and Industrial 4,287 13 % 4,406 16 %
Credit card 7,329 23 % 6,087 21 %
Other consumer 18 — % 12 — %
Total allowance for credit losses $ 31,925 100 % $ 28,610 100 %
_______________
(1) Loan category as a percentage of total portfolio loans.

Total Liabilities
Total liabilities at September 30, 2024 increased $309.4 million from December 31, 2023, primarily due to growth in the deposit portfolio of $290.2 million.
Deposits
Deposits are a major source of funding for the Company. We offer a variety of deposit products including interest-bearing demand, savings, money market and time accounts, all of which we actively market at competitive pricing. We generate deposits from our customers on a relationship basis and through the efforts of our commercial and business banking officers. Our credit card customers are a significant source of low cost deposits. As of September 30, 2024 and December 31, 2023, our credit card customers accounted for $170.8 million and $173.9 million, or 23.8% and 28.2%, respectively, of our total noninterest-bearing deposit balances.
Major categories of interest-bearing deposits are as follows:
Interest-Bearing Deposits
(in thousands) September 30, 2024 December 31, 2023
Interest-bearing demand accounts $ 266,493 $ 199,308
Savings 3,763 5,211
Money markets 686,526 663,129
Brokered time deposits 153,022 142,356
Other time deposits 358,300 268,619
Total Interest-bearing deposits $ 1,468,104 $ 1,278,623
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The following table presents the average balances and average rates paid on deposits for the periods indicated:
For the Nine Months Ended September 30, 2024 For the Year Ended
December 31, 2023
Average
Balance
Average
Rate (1)
Average
Balance 		Average
Rate
(in thousands)
Interest-bearing demand accounts $ 209,346 0.37 % $ 201,194 0.15 %
Savings 4,460 0.21 5,768 0.14
Money market accounts
684,017 4.22 642,013 3.66
Time deposits 465,256 5.05 360,464 4.39
Total interest-bearing deposits 1,363,079 3.90 1,209,439 3.28
Noninterest-bearing demand accounts 657,044 655,013
Total deposits
$ 2,020,123 2.63 % $ 1,864,452 2.13 %
_____________
(1) Annualized.

Deposit costs increased 50 basis points during the nine months ended September 30, 2024 due, in large part, to a series of interest rate increases implemented by the Federal Reserve beginning in early 2022 and the corresponding move from savings accounts to higher rate money market accounts and time deposits. In addition, average noninterest-bearing deposit balances for the nine months ended September 30, 2024 increased $2.0 million when compared to the year ended December 31, 2023, as growth in the number of customer accounts and corresponding balances outpaced the decision by some depositors to move balances from noninterest-bearing deposit accounts to interest-bearing deposit accounts.
The following table presents the maturities of our certificates of deposit as of September 30, 2024.
Three
Months or
Less 		Over
Three
Through
Six
Months 		Over Six
Through
Twelve
Months 		Over
Twelve
Months 		Total
(in thousands)
$250,000 or more $ 255 $ 25,206 $ 20,503 $ 113,480 $ 159,444
Less than $250,000 7,397 198,670 59,706 86,105 351,878
Total $ 7,652 $ 223,876 $ 80,209 $ 199,585 $ 511,322
At September 30, 2024, the Company had $511.3 million in total time deposits, an increase of $100.3 million from December 31, 2023. Total brokered time deposits of $153.0 million at September 30, 2024 increased $10.6 million from $142.4 million at December 31, 2023. Total brokered time deposits as a percentage of total deposits was 7.0% at September 30, 2024.
As of September 30, 2024 based on the methodologies and assumptions used for the Bank’s regulatory reporting requirements, approximately $973.9 million, or 44.5% of the deposit portfolio was uninsured. As of December 31, 2023 approximately $789.4 million, or 41.6%, of the deposit portfolio was uninsured. Uninsured deposits are comprised of the portion of account balances that are in excess of FDIC insurance limits.
Deposits securing our OpenSky ™ card lines of credit and deposits from title companies represent the largest concentrations in the deposit portfolio. As of September 30, 2024, these deposits represented 8% and 14% of deposits, respectively. As of December 31, 2023, these concentrations were 9% and 12% of deposits, respectively.
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Borrowings
We utilize short-term and long-term borrowings to supplement deposits to fund our lending and investment activities, each of which is discussed below.
FHLB Advances . The FHLB allows us to borrow up to 25% of our assets on a blanket floating lien status collateralized by certain securities and loans. As of September 30, 2024, approximately $597.4 million in real estate loans were pledged as collateral to the FHLB and our total borrowing capacity from the FHLB was $443.1 million. As of September 30, 2024, no investment securities were pledged with the FHLB. We utilize these borrowings to meet liquidity needs and to fund certain fixed rate loans in our portfolio. As of September 30, 2024, we had $52.0 million in outstanding advances and $391.1 million in available borrowing capacity from the FHLB.
Other Borrowed Funds. The Company has also issued junior subordinated debentures and other subordinated notes. At September 30, 2024, these other borrowings amounted to $12.1 million, consisting of Floating Rate Junior Subordinated Deferrable Interest Debentures and subordinated notes.
At September 30, 2024, our Floating Rate Junior Subordinated Deferrable Interest Debentures amounted to $2.1 million. The Floating Rate Junior Subordinated Deferrable Interest Debentures (the “Floating Rate Debentures”) were issued in June of 2006, mature on June 15, 2036, and may be redeemed prior to that date under certain circumstances. The principal amount of the Floating Rate Debentures has not changed since issuance, and they accrue interest at a floating rate equal to the three-month CME Term SOFR plus a spread adjustment of 0.26161% (or 26.161 bps) plus 187 basis points, payable quarterly. As of September 30, 2024, the rate for the Floating Rate Debentures was 7.08%.
On November 30, 2020, the Company issued $10.0 million in subordinated notes due in 2030 (the “Notes”). The Notes have a ten year term and have a fixed rate of 5.00% for the first five years; thereafter, the rate resets quarterly to a benchmark rate, which is expected to be the three-month SOFR, plus 490 basis points. The Notes may be redeemed in part or in whole, upon the occurrence of certain events.
Federal Reserve Bank of Richmond. The Federal Reserve Bank of Richmond has an available borrower in custody arrangement which allows us to borrow on a collateralized basis. The Company’s borrowing capacity under the Federal Reserve’s discount window program was $109.2 million as of September 30, 2024. Certain commercial loans are pledged under this arrangement. During the first quarter of 2023, we established a line of credit under the Federal Reserve Bank’s Bank Term Funding Program (“BTFP”). As of March 31, 2024, participation in the BTFP had concluded and the Company had no outstanding balances under the BTFP at September 30, 2024.
The Company also has available lines of credit of $76.0 million with other correspondent banks at September 30, 2024, as well as access to certificate of deposit funding through financial intermediaries. There were no outstanding balances on the lines of credit from correspondent banks at September 30, 2024.
Liquidity
Liquidity is defined as the Bank’s capacity to meet its cash and collateral obligations at a reasonable cost. Maintaining an adequate level of liquidity depends on the Bank’s ability to meet both expected and unexpected cash flows and collateral needs efficiently without adversely affecting either daily operations or the financial condition of the Bank. Liquidity risk is the risk that we will be unable to meet our obligations as they become due because of an inability to liquidate assets or obtain adequate funding. The Bank’s obligations, and the funding sources used to meet them, depend significantly on our business mix, balance sheet structure and the cash flow profiles of our on- and off-balance sheet obligations. In managing our cash flows, management regularly addresses situations that can give rise to increased liquidity risk. These include funding mismatches, market constraints on the ability to convert assets into
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cash or in accessing sources of funds (i.e., market liquidity) and contingent liquidity events. Changes in economic conditions or exposure to credit, market, operational, legal and reputational risks also could affect the Bank’s liquidity risk profile and are considered in the assessment of liquidity and asset/liability management.
Management has established a risk management process for identifying, measuring, monitoring and controlling liquidity risk. Because of its critical importance to the viability of the Bank, liquidity risk management is integrated into our risk management processes. Critical elements of our liquidity risk management include: corporate governance consisting of oversight by the board of directors and active involvement by management; strategies, policies, procedures, and limits used to manage and mitigate liquidity risk; liquidity risk measurement and monitoring systems (including assessments of the current and prospective cash flows or sources and uses of funds) that are believed to be commensurate with the complexity and business activities of the Bank; active management of intraday liquidity and collateral; a diverse mix of existing and potential future funding sources; holding liquid marketable securities that can be used to meet liquidity needs in situations of stress; contingency funding plans that address potential adverse liquidity events and emergency cash flow requirements; and internal controls and internal audit processes believed to be sufficient to assure the adequacy of the institution’s liquidity risk management process.
We expect funds to be available from a number of basic banking activity sources, including the core deposit base, the repayment and maturity of loans and investment security cash flows. Other potential funding sources include brokered certificates of deposit, deposit listing services, CDARS, borrowings from the FHLB and other lines of credit.
As of September 30, 2024, we had $391.1 million of available borrowing capacity from the FHLB, $109.2 million of available borrowing capacity from the Federal Reserve Bank of Richmond Borrower in Custody program and available lines of credit of $76.0 million with other correspondent banks. Further, unpledged investment securities available as collateral for potential additional borrowings totaled $115.4 million at September 30, 2024. Cash and cash equivalents were $156.7 million at September 30, 2024.
Capital Resources
Stockholders’ equity increased $25.3 million for the period ended September 30, 2024 compared to December 31, 2023 largely due to net income of $23.4 million for the nine months ended September 30, 2024. In connection with the acquisition of IFHI, the Company temporarily suspended repurchases under its stock repurchase program during the first quarter 2024.
The Company’s total stockholders’ equity is affected by fluctuations in the fair values of investment securities available-for-sale. The difference between amortized cost and fair value of investment securities, net of deferred income tax, is included in accumulated other comprehensive loss within stockholders’ equity. Accumulated other comprehensive loss is excluded from the Bank’s and Company’s regulatory capital ratios. The balance in accumulated other comprehensive loss related to unrealized losses on available-for-sale debt securities, net of deferred income tax, amounted to $8.6 million at September 30, 2024 and $13.1 million at December 31, 2023. Changes in accumulated other comprehensive loss are excluded from earnings and directly increase or decrease stockholders’ equity. To the extent unrealized losses on investment securities available-for-sale result from credit losses, unrealized losses are recorded as a charge against earnings. The investment securities section of the MD&A and Notes 1 and 4 to the “Notes to the Unaudited Consolidated Financial Statements” provide additional information concerning management’s evaluation of investment securities available-for-sale for credit losses at September 30, 2024.
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The Company uses several indicators of capital strength. The most commonly used measure is common equity to total assets (computed as equity divided by total assets), which was 10.94% at September 30, 2024 and 11.45% at December 31, 2023.
The Bank is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can precipitate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a material effect on the Company’s financial condition. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of its assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The capital amounts and classifications are also subject to qualitative judgments by the regulators.
Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum ratios of common equity Tier 1, Tier 1, and total capital as a percentage of assets and off-balance sheet exposures, adjusted for risk weights ranging from 0% to 1,250%. The Bank is also required to maintain capital at a minimum level based on quarterly average assets, which is known as the leverage ratio.
In July 2013, federal bank regulatory agencies issued a final rule that revised their risk-based capital requirements and the method for calculating risk-weighted assets to make them consistent with certain standards that were developed by Basel III and certain provisions of the Dodd-Frank Act. The final rule applies to all depository institutions and bank holding companies and savings and loan holding companies with total consolidated assets of more than $1 billion. The Bank was required to implement the new Basel III capital standards (subject to the phase-in for certain parts of the new rules) as of January 1, 2015. In August of 2018 the Regulatory Relief Act directed the Federal Reserve Board to revise the Small BHC Policy Statement to raise the total consolidated asset limit in the Small BHC Policy Statement from $1 billion to $3 billion. The Company is currently exempt from the consolidated capital requirements.
The ability of the Company to continue to grow is dependent on its earnings and those of the Bank, and the ability to obtain additional funds for contribution to the Bank’s capital, through additional borrowings, through the sale of additional common stock or preferred stock, or through the issuance of additional qualifying capital instruments, such as subordinated debt. The capital levels required to be maintained by the Company and Bank may be impacted as a result of the Bank’s concentrations in commercial real estate loans. See "Risks Related to the Regulation of Our Industry” in Part I, Item 1A - Risk Factors in the Annual Report on Form 10-K for the year ended December 31, 2023.
As of September 30, 2024, the Bank was in compliance with all applicable regulatory capital requirements to which it was subject, and the Bank was classified as “well capitalized” for purposes of the prompt corrective action regulations. As we deploy our capital and continue to grow our operations, our regulatory capital levels may decrease depending on our level of earnings. However, we intend to monitor and control our growth relative to our earnings in order to remain in compliance with all regulatory capital standards applicable to us.
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The following table presents the regulatory capital ratios for the Company and the Bank as of the dates indicated.
(in thousands) Actual Minimum Capital
Adequacy 		To Be Well
Capitalized
September 30, 2024 Amount Ratio Amount Ratio Amount Ratio
The Company
Tier 1 leverage ratio (to average assets) $ 290,781 11.85 % $ 98,120 4.00 % N/A N/A
Tier 1 capital (to risk-weighted assets) 290,781 14.88 117,234 6.00 N/A N/A
Common equity tier 1 capital ratio (to risk-weighted assets)
288,719 14.78 87,925 4.50 N/A N/A
Total capital ratio (to risk-weighted assets) 325,311 16.65 156,312 8.00 N/A N/A
The Bank
Tier 1 leverage ratio (to average assets) $ 236,629 9.84 % $ 96,152 4.00 % $ 120,190 5.00 %
Tier 1 capital (to risk-weighted assets) 236,629 12.50 113,541 6.00 151,388 8.00
Common equity tier 1 capital ratio (to risk-weighted assets)
236,629 12.50 85,156 4.50 123,003 6.50
Total capital ratio (to risk-weighted assets) 260,391 13.76 151,388 8.00 189,235 10.00
December 31, 2023
The Company
Tier 1 leverage ratio (to average assets) $ 270,019 12.14 % $ 89,004 4.00 % N/A N/A
Tier 1 capital (to risk-weighted assets) 270,019 15.55 104,175 6.00 N/A N/A
Common equity tier 1 capital ratio (to risk-weighted assets)
267,957 15.43 78,132 4.50 N/A N/A
Total capital ratio (to risk-weighted assets) 301,817 17.38 138,900 8.00 N/A N/A
The Bank
Tier 1 leverage ratio (to average assets) $ 228,794 10.51 % $ 87,068 4.00 % $ 108,835 5.00 %
Tier 1 capital (to risk-weighted assets) 228,794 13.56 101,251 6.00 135,001 8.00
Common equity tier 1 capital ratio (to risk-weighted assets)
228,794 13.56 75,938 4.50 109,688 6.50
Total capital ratio (to risk-weighted assets) 249,984 14.81 135,001 8.00 168,751 10.00
Contractual Obligations
We have contractual obligations to make future payments on debt agreements. Our liquidity monitoring and management consider both present and future demands for and sources of liquidity.
Off-Balance Sheet Items
In the normal course of business, we enter into various transactions that, in accordance with GAAP, are not included in our consolidated balance sheets. We enter into these transactions to meet the financing needs of our customers. These transactions include commitments to extend credit and issue letters of credit, which involve, to varying degrees, elements of credit risk and interest rate risk in excess of the amounts recognized in our consolidated balance sheets. Our exposure to credit loss is represented by the contractual amounts of these commitments. The same credit policies and procedures are generally used in making these commitments as for on-balance sheet instruments. We are not aware of any accounting loss to be incurred by funding these commitments; however, we maintain a reserve for unfunded commitments and certain off-balance sheet credit risks, which is recorded in other liabilities on the consolidated balance sheet.
Our commitments associated with outstanding letters of credit and commitments to extend credit expiring by period as of the date indicated are summarized below. Since commitments associated with letters of credit and commitments to extend credit may expire unused, the amounts shown do not necessarily reflect actual future cash funding requirements.
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As of September 30, 2024 As of December 31, 2023
(in thousands)
Unfunded lines of credit $ 403,540 $ 336,472
Letters of credit 4,633 4,641
Commitment to fund other investments 3,034 3,874
Total credit extension commitments $ 411,207 $ 344,987
Unfunded lines of credit represent unused credit facilities to our current borrowers. Lines of credit generally have variable interest rates. Letters of credit are conditional commitments issued by us to guarantee the performance of a customer to a third party. In the event of nonperformance by the customer in accordance with the terms of the agreement with the third party, we would be required to fund the commitment. The maximum potential amount of future payments we could be required to make is represented by the contractual amount of the commitment. If the commitment is funded, we would be entitled to seek recovery from the customer from the underlying collateral, which can include commercial real estate, physical plant and property, inventory, receivables, cash and/or marketable securities. Our policies generally require that letter of credit arrangements contain security and debt covenants similar to those contained in loan agreements. We believe the credit risk associated with issuing letters of credit is substantially the same as the risk involved in extending loan facilities to our customers.
We seek to minimize our exposure to loss under letters of credit and credit commitments by subjecting them to the same credit approval and monitoring procedures as we do for on-balance sheet instruments. The effect on our revenue, expenses, cash flows and liquidity of the unused portions of these letters of credit commitments cannot be precisely predicted because we do not control the extent to which the lines of credit may be used.
Commitments to extend credit are agreements to lend funds to a customer, as long as there is no violation of any condition established in the contract. Commitments generally have variable interest rates, fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being fully drawn, the total commitment amounts disclosed above do not necessarily represent future cash requirements. We evaluate each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if considered necessary by us, upon extension of credit is based on management’s credit evaluation of the customer.
We enter into forward commitments for the delivery of mortgage loans in our current pipeline. Interest rate lock commitments are entered into in order to economically hedge the effect of changes in interest rates resulting from our commitments to fund the loans. These commitments to fund mortgage loans to be sold into the secondary market, along with the interest rate lock commitments and forward commitments for the future delivery of mortgage loans to third party investors, are considered derivatives.
The commitment to fund other investments reflects an obligation to make an investment in a Small Business Investment Company.
Impact of Inflation
The consolidated financial statements and related notes included elsewhere in this report have been prepared in accordance with GAAP. GAAP requires the measurement of financial position and operating results in terms of historical dollars, without considering changes in the relative value of money over time due to inflation or recession.
Unlike many industrial companies, substantially all of the Company’s assets and liabilities are monetary in nature. As a result, interest rates have a more significant impact on our performance than the effects of general levels of inflation. Interest rates may not necessarily move in the same direction or in
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the same magnitude as the prices of goods and services. However, most other operating expenses are sensitive to changes in levels of inflation.
Non-GAAP Financial Measures and Reconciliations
The Company has presented the following non-GAAP financial measures because it believes that these non-GAAP financial measures provide useful information to investors because they are used by management to evaluate our operating performance and make day-to-day operating decisions. In addition, we believe our non-GAAP results in any given reporting period reflect our on-going financial performance in that period and, accordingly, are useful to consider in addition to our GAAP financial results. We further believe the presentation of non-GAAP results increases comparability of period-to-period results.
Other companies may use similarly titled non-GAAP financial measures that may be calculated differently from the way we calculate such measures. Accordingly, our non-GAAP financial measures may not be comparable to similar measures used by such companies. We caution investors not to place undue reliance on such non-GAAP financial measures, but to consider them with the most directly comparable GAAP measures. Non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation or as a substitute for our results reported under GAAP.

Earnings Metrics, as Adjusted Three Months Ended Nine Months Ended
(in thousands, except per share data) September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023
Net Income $ 8,672 $ 9,788 $ 23,439 $ 26,841
Add: Merger-Related Expenses, net of tax 557 — 1,157 —
Net Income, as Adjusted $ 9,229 $ 9,788 $ 24,596 $ 26,841
Weighted average common shares - Diluted 13,951 14,024 13,909 14,112
Earnings per share - Diluted $ 0.62 $ 0.70 $ 1.69 $ 1.90
Earnings per share - Diluted, as Adjusted $ 0.66 $ 0.70 $ 1.77 $ 1.90
Average Assets $ 2,437,870 $ 2,221,117 $ 2,363,928 $ 2,183,521
Return on Average Assets (1)
1.42 % 1.75 % 1.32 % 1.64 %
Return on Average Assets, as Adjusted (1)
1.51 % 1.75 % 1.39 % 1.64 %
Average Equity $ 274,087 $ 242,671 $ 265,500 $ 237,986
Return on Average Equity (1)
12.59 % 16.00 % 11.79 % 15.08 %
Return on Average Equity, as Adjusted (1)
13.40 % 16.00 % 12.37 % 15.08 %
Net Interest Income $ 38,354 $ 36,810 $ 110,419 $ 106,637
Noninterest Income 6,635 6,326 19,497 19,039
Total Revenue $ 44,989 $ 43,136 $ 129,916 $ 125,676
Noninterest Expense 29,725 $ 28,046 $ 88,705 $ 83,860
Efficiency Ratio (2)
66.07 % 65.02 % 68.28 % 66.73 %
Noninterest Expense $ 29,725 $ 28,046 $ 88,705 $ 83,860
Less: Merger-Related Expenses 520 — 1,315 —
Noninterest Expense, as Adjusted $ 29,205 $ 28,046 $ 87,390 $ 83,860
Efficiency Ratio, as Adjusted (2)
64.92 % 65.02 % 67.27 % 66.73 %
_____________
(1) Annualized.
(2) The efficiency ratio is calculated by dividing noninterest expense by total revenue (net interest income plus noninterest income).
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Net Interest Margin, as Adjusted Three Months Ended Nine Months Ended
(in thousands) September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023
Net Interest Income $ 38,354 $ 36,810 $ 110,419 $ 106,637
Less: Credit Card Loan Income
15,137 15,792 44,798 46,419
Net Interest Income, as Adjusted $ 23,217 $ 21,018 $ 65,621 $ 60,218
Average Interest Earning Assets 2,380,946 2,176,477 2,314,470 2,139,398
Less: Average Credit Card Loans
119,458 116,814 113,764 114,416
Total Average Interest Earning Assets, as Adjusted $ 2,261,488 $ 2,059,663 $ 2,200,706 $ 2,024,982
Net Interest Margin, as Adjusted 4.08% 4.05% 3.98% 3.98%

Portfolio Loans Receivable Yield, as Adjusted Three Months Ended Nine Months Ended
(in thousands) September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023
Portfolio Loans Receivable Interest Income $ 49,886 $ 45,274 $ 143,937 $ 129,352
Less: Credit Card Loan Income 15,137 15,792 44,798 46,419
Portfolio Loans Receivable Interest Income, as Adjusted $ 34,749 $ 29,482 $ 99,139 $ 82,933
Average Portfolio Loans Receivable 2,053,619 1,847,772 1,991,435 1,801,355
Less: Average Credit Card Loans 119,458 116,814 113,764 114,416
Total Average Portfolio Loans Receivable, as Adjusted $ 1,934,161 $ 1,730,958 $ 1,877,671 $ 1,686,939
Portfolio Loans Receivable Yield, as Adjusted 7.15% 6.76% 7.05% 6.57%

Pre-tax, Pre-Provision Net Revenue ("PPNR") Three Months Ended Nine Months Ended
(in thousands) September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023
Net Income
$ 8,672 $ 9,788 $ 23,439 $ 26,841
Add: Income Tax Expense 2,827 2,998 7,617 8,168
Add: Provision for Credit Losses 3,748 2,280 9,892 6,802
Add: Provision for Credit Losses on Unfunded Commitments 17 24 263 5
Pre-tax, Pre-Provision Net Revenue ("PPNR") $ 15,264 $ 15,090 $ 41,211 $ 41,816

PPNR, as Adjusted Three Months Ended Nine Months Ended
(in thousands) September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023
Net Income
$ 8,672 $ 9,788 $ 23,439 $ 26,841
Add: Income Tax Expense 2,827 2,998 7,617 8,168
Add: Provision for Credit Losses 3,748 2,280 9,892 6,802
Add: Provision for Credit Losses on Unfunded Commitments 17 24 263 5
Add: Merger-Related Expenses 520 — 1,315 —
PPNR, as Adjusted $ 15,784 $ 15,090 $ 42,526 $ 41,816
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Allowance for Credit Losses to Total Portfolio Loans
(in thousands) September 30, 2024 December 31, 2023
Allowance for Credit Losses $ 31,925 $ 28,610
Total Portfolio Loans 2,107,522 $ 1,903,288
Allowance for Credit Losses to Total Portfolio Loans 1.51% 1.50%

Nonperforming Assets to Total Assets
(in thousands) September 30, 2024 December 31, 2023
Total Nonperforming Assets $ 15,460 $ 16,042
Total Assets 2,560,788 2,226,176
Nonperforming Assets to Total Assets 0.60% 0.72%

Nonperforming Loans to Total Portfolio Loans
(in thousands) September 30, 2024 December 31, 2023
Total Nonperforming Loans $ 15,460 $ 16,042
Total Portfolio Loans 2,107,522 1,903,288
Nonperforming Loans to Total Portfolio Loans 0.73% 0.84%

Net Charge-Offs to Average Portfolio Loans Three Months Ended Nine Months Ended
(in thousands) September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023
Total Net Charge-Offs $ 2,655 $ 1,780 $ 6,577 $ 5,996
Total Average Portfolio Loans 2,053,619 1,847,772 1,991,435 1,801,355
Net Charge-Offs to Average Portfolio Loans, Annualized 0.51% 0.38% 0.44% 0.45%

Tangible Book Value per Share
(in thousands, except share and per share data) September 30, 2024 December 31, 2023
Total Stockholders' Equity $ 280,111 $ 254,860
Less: Preferred Equity
— —
Less: Intangible Assets
— —
Tangible Common Equity $ 280,111 $ 254,860
Period End Shares Outstanding 13,917,891 13,922,532
Tangible Book Value per Share $ 20.13 $ 18.31

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Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Interest Rate Sensitivity and Market Risk
As a financial institution, our primary component of market risk is interest rate volatility. Our asset liability and funds management policy provides management with the guidelines for funds management, and we have established a measurement system for monitoring our net interest rate sensitivity position . We endeavor to manage our sensitivity position within our established guidelines.
Fluctuations in interest rates will ultimately impact both the level of income and the market value of all interest earning assets and interest-bearing liabilities, other than those that have a short term to maturity. Interest rate risk is the potential of economic losses due to future interest rate changes. These economic losses can be reflected as a loss of future net interest income and/or a loss of current fair market values. The objective is to measure the effect on net interest income and to adjust the balance sheet to minimize the inherent risk while at the same time maximizing income.
We endeavor to manage our exposure to interest rates by structuring our balance sheet in the ordinary course of business. We do not enter into instruments such as leveraged derivatives, financial options or financial futures contracts for the purpose of reducing interest rate risk. We endeavor to hedge the interest rate risks of our available-for-sale mortgage pipeline by using mortgage-backed securities, and short positions. Based on the nature of our operations, we are not subject to foreign exchange or commodity price risk. We do not own any trading assets.
Our exposure to interest rate risk is managed by the Bank’s Asset/Liability Management Committee (“ALCO”) in accordance with policies approved by our board of directors. The ALCO formulates strategies based on perceived levels of interest rate risk. In determining the appropriate level of interest rate risk, the committee considers the impact on earnings and capital of the current outlook for interest rates, potential changes in interest rates, regional economies, liquidity, business strategies and other factors. The ALCO meets regularly to review, among other things, the sensitivity of assets and liabilities to interest rate changes, the book and market values of assets and liabilities, unrealized gains and losses, purchase and sale activities, commitments to originate loans and the maturities of investments and borrowings. Additionally, the ALCO reviews liquidity, cash flow flexibility, maturities of deposits and consumer and commercial deposit activity. Management employs methodologies to manage interest rate risk, which include an analysis of relationships between interest earning assets and interest-bearing liabilities and an interest rate shock simulation model.
The following table indicates that, for periods less than one year, rate-sensitive assets exceeded rate-sensitive liabilities, resulting in an asset-sensitive position. For a bank with an asset-sensitive position, or positive gap, rising interest rates would generally be expected to have a positive effect on net interest income, and falling interest rates would generally be expected to have the opposite effect.
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INTEREST SENSITIVITY GAP
September 30, 2024 Within One Month After One Month Through Three Months After Three Through Twelve Months Within One Year Greater Than One Year or Non-Sensitive Total
(in thousands)
Assets
Interest earning assets
Loans (1)
$ 904,947 $ 140,437 $ 299,826 $ 1,345,210 $ 781,866 $ 2,127,076
Securities
14,027 4,179 39,282 57,488 157,107 214,595
Interest-bearing deposits at other financial institutions 133,180 — — 133,180 — 133,180
Federal funds sold
58 — — 58 — 58
Total earning assets
$ 1,052,212 $ 144,616 $ 339,108 $ 1,535,936 $ 938,973 $ 2,474,909
Liabilities
Interest-bearing liabilities
Interest-bearing deposits $ 14,155 $ 28,310 $ 127,397 $ 169,862 $ 786,920 $ 956,782
Time deposits
83,136 141,854 236,380 461,370 49,952 511,322
Total interest-bearing deposits 97,291 170,164 363,777 631,232 836,872 1,468,104
FHLB Advances
30,000 — 30,000 22,000 52,000
Other borrowed funds
— — — — 12,062 12,062
Total interest-bearing liabilities $ 127,291 $ 170,164 $ 363,777 $ 661,232 $ 870,934 $ 1,532,166
Period gap
$ 924,921 $ (25,548) $ (24,669) $ 874,704 $ 68,039 $ 942,743
Cumulative gap 924,921 899,373 874,704 874,704 942,743
Ratio of cumulative gap to total earning assets
37.37 % 36.34 % 35.34 % 35.34 % 38.09 %
_______________
(1) Includes loans held for sale.

We use quarterly Earnings at Risk (“EAR”) simulations to assess the impact of changing interest rates on our earnings under a variety of scenarios and time horizons. These simulations utilize both instantaneous and parallel changes in the level of interest rates, as well as non-parallel changes such as changing slopes and twists of the yield curve. Static simulation models are based on current exposures and assume a constant balance sheet with no new growth. Dynamic simulation models are also utilized that rely on assumptions regarding changes in existing lines of business, new business, and changes in management and client behavior.
We also use economic value-based methodologies to measure the degree to which the economic values of the Bank’s positions change under different interest rate scenarios. The economic-value approach focuses on a longer-term time horizon and endeavors to capture all future cash flows expected from existing assets and liabilities. The economic value model utilizes a static approach in that the analysis does not incorporate new business; rather, the analysis shows a snapshot in time of the risk inherent in the balance sheet.
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Many assumptions are used to calculate the impact of interest rate fluctuations on our net interest income, such as asset prepayments, non-maturity deposit price sensitivity and decay rates, and key rate drivers. Because of the inherent use of these estimates and assumptions in the model, our actual results may, and very likely will, differ from our static EAR results. In addition, static EAR results do not include actions that our management may undertake to manage the risks in response to anticipated changes in interest rates or client behavior. For example, as part of our asset/liability management strategy, management has the ability to increase asset duration and decrease liability duration in order to reduce asset sensitivity, or to decrease asset duration and increase liability duration in order to increase asset sensitivity.
The following table summarizes the results of our EAR analysis in simulating the change in net interest income and fair value of equity over a 12-month horizon as of September 30, 2024:
IMPACT ON NET INTEREST INCOME UNDER A STATIC BALANCE SHEET, PARALLEL INTEREST RATE SHOCK
Earnings at Risk -400 bps -300 bps -200 bps -100 bps Flat +100 bps +200 bps +300 bps +400 bps
September 30, 2024
(4.6) % (4.7) % (4.1) % (2.3) % 0.0 % 2.4 % 4.7 % 7.0 % 9.3 %
Utilizing an economic value of equity (“EVE”) approach, we analyze the risk to capital from the effects of various interest rate scenarios through a long-term discounted cash flow model. This measures the difference between the economic value of our assets and the economic value of our liabilities, which is a proxy for our liquidation value. While this provides some value as a risk measurement tool, management believes EAR is more appropriate in accordance with the going concern principle.
The following table illustrates the results of our EVE analysis as of September 30, 2024.
ECONOMIC VALUE OF EQUITY ANALYSIS UNDER A STATIC BALANCE SHEET, PARALLEL INTEREST RATE SHOCK
Economic Value of Equity -400 bps -300 bps -200 bps -100 bps Flat +100 bps +200 bps +300 bps +400 bps
September 30, 2024
(20.0) % (10.7) % (5.1) % (1.9) % 0.0 % 0.9 % 1.1 % 1.6 % 1.7 %

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Item 4. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
The Company’s management, including our Principal Executive Officer and Principal Financial Officer, have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e)) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of the end of the period covered by this report. Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were effective to ensure that information required to be disclosed in the reports we file and submit under the Exchange Act is (i) recorded, processed, summarized and reported as and when required and (ii) accumulated and communicated to our management, including our Principal Executive Officer and the Principal Financial Officer, as appropriate to allow timely decisions regarding required disclosures.

Changes in Internal Control over Financial Reporting
There have been no changes in the Company’s internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS.

From time to time, we are a party to various litigation matters incidental to the ordinary conduct of our business. We are not presently a party to any material legal proceedings.
Item 1A. RISK FACTORS.
There are no material changes to the risk factors as previously disclosed under Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2023, our Form 10-Q for the first quarter of 2024 and those referenced in other reports on file with the SEC.

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Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

There were no unregistered sales of the Company’s stock during the year to date period ended September 30, 2024.
On July 25, 2022, the Company announced a new stock repurchase program. Under the new program, the Company is authorized to repurchase up to $10.0 million of its outstanding common stock or 500,000 shares of Common Stock, par value $0.01 per share (“Common Stock”). On April 13, 2023, the Company announced approval of up to an additional $5.0 million or 175,000 shares of Common Stock incremental to the July 2022 announcement. The program will expire on December 31, 2024. In connection with the acquisition of IFHI, the Company temporarily suspended repurchases under its stock program during the first quarter of 2024.
During the three months ended September 30, 2024, the Company did not repurchase any Common Stock under the stock repurchase program.

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Item 3. DEFAULTS UPON SENIOR SECURITIES.

None.

Item 4. MINE SAFETY DISCLOSURES.

Not applicable.

Item 5. OTHER INFORMATION.

Rule 10b5-1 Trading Plans
During the quarter ended September 30, 2024, no officer or director of the Company adopted or terminated any contract, instruction, or written plan for the purchase or sale of securities of the Company’s common stock that is intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c) or any non-Rule 10b5-1 trading arrangement as defined in 17 CFR § 229.408(c).

Item 6. EXHIBITS.


Exhibit Number Description
2.1
3.1
3.2
10.3
31.1
31.2
32.1
101
The following materials from the Quarterly Report on Form 10-Q of Capital Bancorp, Inc. for the quarter ended September 30, 2024, formatted in eXtensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statement of Changes in Stockholders’ Equity, (v) Consolidated Statements of Cash Flows and (vi) Notes to Unaudited Consolidated Financial Statements.
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

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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.
CAPITAL BANCORP, INC.
Date: November 12, 2024
By: /s/ Edward F. Barry
Name: Edward F. Barry
Title: Chief Executive Officer
(Principal Executive Officer)
Date: November 12, 2024
By: /s/ Dominic Canuso
Name: Dominic Canuso
Title: Chief Financial Officer
(Principal Financial and Accounting Officer)
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TABLE OF CONTENTS
Part I. Consolidated Financial InformationItem 1. Consolidated Financial StatementsNote 1 - Nature Of Business and Basis Of PresentationNote 1 - Nature Of Business and Basis Of Presentation (continued)Note 2 - AcquisitionNote 3 - Cash and Cash EquivalentsNote 4 - Investment SecuritiesNote 4 - Investment Securities (continued)Note 5 - Portfolio Loans Receivable and Allowance For Credit LossesNote 5 - Portfolio Loans Receivable and Allowance For Credit Losses (continued)Note 6 - Derivative Financial InstrumentsNote 7 - LeasesNote 7 - Leases (continued)Note 8 - Fair ValueNote 8 - Fair Value (continued)Note 9 - SegmentsNote 9 - Segments (continued)Note 10 - Subsequent EventsItem 2. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 3. Quantitative and Qualitative Disclosures About Market RiskItem 4. Controls and ProceduresPart II. Other InformationItem 1. Legal ProceedingsItem 1A. Risk FactorsItem 2. Unregistered Sales Of Equity Securities and Use Of ProceedsItem 3. Defaults Upon Senior SecuritiesItem 4. Mine Safety DisclosuresItem 5. Other InformationItem 6. Exhibits

Exhibits

2.1 Agreement and Plan of Merger and Reorganization, dated March 27, 2024, by and between the Company and Integrated Financial Holdings Inc. (incorporated by reference to Exhibit 2.1 to the Companys Form 8-K filed on April 1, 2024). 3.1 Amended and Restated Articles of Incorporation, as amended (incorporated by reference to Exhibit 3.1 to the Companys Form 8-K filed on May 23, 2023). 3.2 Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Companys Form 8-K filed on May 23, 2023). 10.3 Amended and Restated Employment Agreement, dated as of September 17, 2024, by and between Michael Breckheimer and Windsor Advantage, LLC (incorporated by reference to Exhibit 10.1 to the Companys Form 8-K filed on October 1, 2024). 31.1 Rule 13a-14(a) Certification of the Principal Executive Officer. 31.2 Rule 13a-14(a) Certification of the Principal Financial Officer. 32.1 Section 1350 Certification of Principal Executive Officer and Principal Financial Officer.