What the changes say
- Capital Bancorp added risks regarding renewable energy tax credit changes, an internal control material weakness, and AI adoption.
- Management updated disclosures for the 2025 government shutdown, reduced subordinated note debt figures, and shifting regulatory priorities across presidential administrations.
What changed since the prior 10-K
New
- NewRisks Related to Our Business
Changes to renewable energy tax credits and federal incentive programs could adversely affect certain lending opportunities
Modifications to federal renewable energy tax credits or incentive programs could reduce our commercial solar farm and related lending opportunities.
- NewRisks Related to Our Business
Failure to maintain an effective system of internal control and disclosure controls and procedures could have a material adverse effect on our results of operations, financial condition and stock price
We identified a material weakness in internal control over financial reporting as of December 31, 2025, which we are attempting to remediate.
- NewRisks Related to Our Operations and the Regulation of Our Industry
The development and use of AI presents risks that may adversely impact our business
Adopting AI in our operations or through third-party vendors creates risks of inaccurate outputs, regulatory scrutiny, and data privacy issues.
Dropped
- DroppedRisks Related to Our Business
However, the availability and terms of these tax credits, and the continuation of other federal support programs, are subject to the actions of the U.S. federal government, which may evolve under the current administration
Reworded
- 78% rewrittenRisks Related to Our Operations and the Regulation of Our Industry
We operate in a highly regulated environment and the laws and regulations that govern our operations, corporate governance, executive compensation and accounting principles, or changes in them, or our failure to comply with them, could adversely affect us
Updated to reflect generic Presidential administration transitions and evolving regulatory priorities rather than specifically naming the Trump and Biden administrations.
- 34% rewrittenRisks Related to Our Business
Our customers and businesses in the Washington, D.C. metropolitan area may be adversely impacted as a result of the government shutdown and changes in government spending
Updated from general federal spending cut warnings to discuss the actual federal government shutdown from October 1 to November 12, 2025.
Was: Our customers and businesses in the Washington, D.C. metropolitan area may be adversely impacted as a result of changes in government spending or government shutdown
- 31% rewrittenRisks Related to Ownership of Our Common Stock
Our common stock is subordinate to our existing and future indebtedness and preferred stock
Updated debt figures as of December 31, 2025, showing zero subordinated notes down from $10.0 million and $2.1 million in junior subordinated debentures.
- 30% rewrittenRisks Related to Our Business
Any modification or reduction in the level of government support for government guaranteed loan programs could result in a significant impact to our results of operations
Added trademark symbols to Windsor Advantage references.
- 27% rewrittenRisks Related to Ownership of Our Common Stock
Our management and board of directors have significant control over our business
Updated insider ownership figures to 5,438,261 shares or 33.2% as of December 31, 2025, compared to 32.7% previously.
- 25% rewrittenRisks Related to Our Operations and the Regulation of Our Industry
Regulatory requirements affecting our loans secured by commercial real estate could limit our ability to leverage our capital and adversely affect our growth and profitability
Minor phrasing refinements made to commercial real estate concentration risk disclosures.
All 41 risk factors
Headings as the filing states them, in filing order.
Risks Related to Our Business
- 01As a business operating in the financial services industry, our business and operations may be adversely affected in numerous and complex ways by weak economic conditions
- 02Adverse developments affecting financial institutions or the financial services industry generally, such as actual events or concerns involving liquidity, defaults or non-performance, could adversely affect our operations and liquidity
- 03Our commercial business and operations are concentrated in the greater Washington, D.C. and Baltimore metropolitan areas and we are sensitive to adverse changes in the local economy
- 04Our customers and businesses in the Washington, D.C. metropolitan area may be adversely impacted as a result of the government shutdown and changes in government spending34% rewritten
- 05We may not be able to measure and limit our credit risk adequately, which could lead to unexpected losses
- 06Our ACL may prove to be insufficient to absorb life-time losses in our loan portfolio, which may adversely affect our business, financial condition and results of operations
- 07The small- to medium-sized businesses that we lend to may have fewer resources to weather adverse business developments, which may impair our borrowers’ ability to repay loans
- 08Our commercial real estate and real estate construction loan portfolio exposes us to credit risks that may be greater than the risks related to other types of loans
- 09Because a significant portion of our loan portfolio held for investment is comprised of real estate loans, negative changes in the economy affecting real estate values and liquidity could impair the value of collateral securing our real estate loans and result in loan and other losses
- 10A portion of our loan portfolio is comprised of commercial loans secured by receivables, inventory, equipment or other commercial collateral, the deterioration in value of which could expose us to credit losses
- 11Appraisals and other valuation techniques we use in evaluating and monitoring loans secured by real property, other real estate owned and repossessed personal property may not accurately describe the net value of the asset
- 12A lack of liquidity could impair our ability to fund operations and adversely impact our business, financial condition and results of operations
- 13We have several large depositor relationships, the loss of which could force us to fund our business through more expensive and less stable sources
- 14Our mortgage banking division may not meaningfully contribute to noninterest income
- 15We earn income by originating residential mortgage loans for resale in the secondary mortgage market, and disruptions in that market could reduce our operating income
- 16Our financial condition, earnings and asset quality could be adversely affected if we are required to repurchase loans originated for sale by our mortgage banking division
- 17Delinquencies and credit losses from our OpenSky™ credit card division could adversely affect our business, financial condition and results of operations
- 18We do not know if we will be able to retain existing customers or attract new customers, or that we will be able to increase account balances for new or existing customers
- 19Our participation in government guaranteed lending activities subjects us to additional risks
- 20Any modification or reduction in the level of government support for government guaranteed loan programs could result in a significant impact to our results of operations30% rewritten
- 21Changes to renewable energy tax credits and federal incentive programs could adversely affect certain lending opportunitiesNew
- 22We are subject to interest rate risk as fluctuations in interest rates may adversely affect our earnings
- 23We could recognize losses on investment securities held in our securities portfolio, particularly if interest rates increase or economic and market conditions deteriorate
- 24We face strong competition from financial services companies and other companies that offer banking services
- 25Our computer systems and network infrastructure could be vulnerable to hardware and cybersecurity issues. Any damage or failure that causes an interruption in our operations could have a material, adverse effect on our financial condition and results of operations
- 26We face security risks, including denial of service attacks, hacking, malware intrusion and data corruption attempts, and identity theft that could result in the disclosure of confidential information, materially and adversely affect our business or reputation, and create significant legal and financial exposure
- 27Failure to maintain an effective system of internal control and disclosure controls and procedures could have a material adverse effect on our results of operations, financial condition and stock priceNew
Risks Related to Our Operations and the Regulation of Our Industry
- 28We operate in a highly regulated environment and the laws and regulations that govern our operations, corporate governance, executive compensation and accounting principles, or changes in them, or our failure to comply with them, could adversely affect us78% rewritten
- 29Federal banking agencies periodically conduct examinations of our business, including compliance with laws and regulations, and our failure to comply with any supervisory actions to which we are or become subject as a result of such examinations could adversely affect us
- 30Regulatory requirements affecting our loans secured by commercial real estate could limit our ability to leverage our capital and adversely affect our growth and profitability25% rewritten
- 31Severe weather, earthquakes, other natural disasters, climate change, pandemics, acts of war or terrorism and other external and geopolitical events could significantly impact the business
- 32The development and use of AI presents risks that may adversely impact our businessNew
Risks Related to Strategic Growth
- 33A merger or acquisition requires us to make estimates, including the fair value of acquired assets and assumed liabilities
- 34If our goodwill were determined to be impaired, it could have a negative impact on our profitability
- 35Acquisitions may disrupt our business
Risks Related to Ownership of Our Common Stock
- 36The market price of our common stock may be subject to substantial fluctuations, which may make it difficult for you to sell your shares at the volume, prices and times desired
- 37The market price of our common stock may be highly volatile, which may make it difficult for you to resell your shares at the volume, prices and times desired. There are many factors that may affect the market price and trading volume of our common stock, most of which are outside of our control
- 38The market price of our common stock could decline significantly and you may experience future dilution due to actual or anticipated issuances or sales of our common stock in the future
- 39Our management and board of directors have significant control over our business27% rewritten
- 40Our common stock is subordinate to our existing and future indebtedness and preferred stock31% rewritten
- 41Provisions in our governing documents and Maryland law may have an anti-takeover effect, and there are substantial regulatory limitations on changes of control of bank holding companies
Other Capital Bancorp 10-Ks
- FY2024 10-K risk factors39 risks
Concentration in the Washington DC and Baltimore markets exposes the bank to federal workforce reductions and government shutdowns. Real estate and commercial lending dominate credit risk, alongside credit card exposure through the OpenSky division. Regulatory compliance and cybersecurity represent major operational hurdles.
Filed Mar 17, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.