Item 1.01. Entry into a Definitive Material Agreement.



On November 30, 2020, Capital Bancorp, Inc. (the "Company") entered into
Subordinated Note Purchase Agreements (collectively, the "Purchase Agreement")
with certain qualified institutional buyers and accredited investors (the
"Purchasers") pursuant to which the Company sold and issued $10.0 million in
aggregate principal amount of its 5.00% Fixed-to-Floating Rate Subordinated
Notes due 2030 (the "Notes"). The Notes were offered and sold by the Company to
eligible purchasers in a private offering in reliance on the exemption from the
registration requirements of Section 4(a)(2) of the Securities Act of 1933, as
amended (the "Securities Act") and the provisions of Regulation D promulgated
thereunder (the "Private Placement"). The Company used the proceeds from the
offering to redeem its outstanding 6.95% Fixed-to-Floating Rate Subordinated
Notes due December 1, 2025 (the "Old Notes").

The Notes have a ten-year term and, from and including the date of issuance to
but excluding November 30, 2025, will bear interest at a fixed annual rate of
5.00%, payable semi-annually in arrears, for the first five years of the term.
From and including November 30, 2025 to but excluding the maturity date or early
redemption date, the interest rate shall reset quarterly to an interest rate per
annum equal to a benchmark rate (which is expected to be Three-Month Term SOFR)
plus 490 basis points, payable quarterly in arrears. As provided in the Notes,
the interest rate on the Notes during the applicable floating rate period may be
determined based on a rate other than Three-Month Term SOFR. The Notes are
redeemable, in whole or in part, on November 30, 2025, on any interest payment
date thereafter, and at any time upon the occurrence of certain events.

The Notes are not subject to any sinking fund and are not convertible into or
exchangeable for any other securities or assets of the Company or any of its
subsidiaries. The Notes are not subject to redemption at the option of the
holder. The Notes are unsecured, subordinated obligations of the Company only
and are not obligations of, and are not guaranteed by, any subsidiary of the
Company. The Notes rank junior in right to payment to the Company's current and
future senior indebtedness. The Notes are intended to qualify as Tier 2 capital
for regulatory capital purposes for the Company.

The Purchase Agreement contains certain customary representations, warranties and covenants made by the Company, on the one hand, and the Purchasers, severally and not jointly, on the other hand.



The form of Purchase Agreement and the form of Note are attached as Exhibits
10.1 and 4.1, respectively, to this Current Report on Form 8-K and are
incorporated herein by reference. The foregoing descriptions of the Purchase
Agreement and the Notes are summaries and are qualified in their entirety by
reference to the relevant Exhibits to this Current Report on Form 8-K.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 and the full text of the form of Note,
which is attached hereto as Exhibit 4.1, is incorporated by reference into this
Item 2.03.


Item 8.01. Other Events.

On November 1, 2020, the Company mailed redemption notices to the holders of the
Old Notes to redeem all of the Company's outstanding Old Notes in aggregate
principal amount of $13.5 million on December 1, 2020. Pursuant to the terms of
the Old Notes, the Company redeemed the Old Notes five years prior to their
scheduled maturity on December 1, 2025. The total redemption payment equaled the
principal amount plus accrued and unpaid interest up to the redemption date of
December 1, 2020.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits: The following exhibits are filed as part of this report:

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Exhibit No.                                                Description

       4.1               Form of 5.00% Fixed-to-Floating Subordinated Note due 2030 of Capital
                         Bancorp, Inc.

       10.1              Form of Subordinated Note Purchase Agreement,

dated as of November 30, 2020, by


                         and among Capital Bancorp, Inc. and the Purchasers.
       99.1               Press Release dated December 4, 2020 with respect to the issuance of
                         subordinated notes

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