This summary highlights selected information in this joint proxy statement/prospectus and may not contain all of the information that is important to you. You should carefully read this entire joint proxy statement/prospectus and the other documents we refer you to for a more complete understanding of the matters being considered at the shareholders’ meetings. In addition, we incorporate by reference important business and financial information about CBNK and IFH into this joint proxy statement/prospectus. You may obtain the information incorporated by reference into this joint proxy statement/prospectus without charge by following the instructions in the section entitled “Where You Can Find More Information” beginning on page 159 of this joint proxy statement/prospectus.

Capital Bancorp, Inc. is a registered bank holding company incorporated under the laws of Maryland. CBNK’s wholly owned subsidiary, Capital Bank, N.A., is the fourth largest bank headquartered in Maryland at December 31, 2023. CBNK has been providing financial services since 1999 and now operates bank branches in four locations in the greater Washington, D.C. and Baltimore, Maryland markets. CBNK had assets of approximately $2.2 billion at December 31, 2023, and its common stock is traded in the NASDAQ Global Market under the symbol “CBNK.” CBNK’s principal executive office is located at 2275 Research Boulevard, Suite 600, Rockville, Maryland 20850 and its telephone number is (301) 468-8848.

Integrated Financial Holdings, Inc. is a bank holding company that has elected to be treated as a financial holding company under the Bank Holding Company Act of 1956, as amended (the “BHCA”). IFH, which was originally incorporated under the name West Town Bancorp, Inc., was formed on June 23, 2015, as a North Carolina business corporation with its main office in Raleigh, North Carolina. Effective January 1, 2016, IFH became the registered bank holding company of West Town Bank and is the bank’s sole shareholder. IFH specializes in small business lending solutions, which it offers through West Town Bank and Windsor Advantage, LLC (“Windsor Advantage”), a wholly owned subsidiary of IFH. West Town Bank is headquartered in North Riverside, Illinois and offers traditional community bank deposit and lending services in the greater Chicago area. Additionally, West Town Bank engages in government-guaranteed lending on a national basis and tailors deposit products for specific lines of business. Windsor Advantage is a loan service provider that offers community banks and credit unions with a comprehensive outsourced U.S. Small Business Association (“SBA”) 7(a) and U.S. Department of Agriculture (“USDA”) lending platform.

IFH’s voting common stock is traded on OTCQX under the symbol “IFHI.” IFH’s principal executive office is located at 8450 Falls of Neuse Rd., Suite 202, Raleigh, North Carolina 27615, and its telephone number is (919) 948-1987.

The terms and conditions of the merger are contained in the merger agreement, a copy of which is attached as Annex A to this joint proxy statement/prospectus. You are encouraged to read the merger agreement carefully and, in its entirety, as it is the primary legal document that governs the merger.

Pursuant to the terms and subject to the conditions set forth in the merger agreement, at the effective time of the merger, CBNK and IFH will merge, with CBNK as the surviving entity. The merger agreement further provides that following the merger, the bank merger will occur in which West Town Bank and Capital Bank will merge, with Capital Bank as the surviving bank.

Each share of IFH common stock issued and outstanding immediately prior to the effective time, except for certain shares owned by CBNK or IFH and shares for which appraisal rights have been exercised, will be converted into the right to receive $5.36 in cash, subject to certain adjustments described below, and 1.115 shares of CBNK common stock. IFH shareholders who would otherwise be entitled to a fraction of a share of CBNK common stock in the merger will instead receive, for the fraction of a share, an amount in cash (rounded to the

nearest cent) based on the average CBNK daily closing-sales price for CBNK common stock for the five (5) full trading days immediately prior to the closing date multiplied by the fraction of a share (rounded to the nearest thousandth when expressed in decimal form) of CBNK common stock which such shareholder would otherwise be entitled to receive.

CBNK common stock is listed on NASDAQ under the symbol “CBNK,” and IFH voting common stock is traded on OTCQX under the symbol “IFHI.” The following table shows the closing sale prices of CBNK common stock and IFH voting common stock as reported on NASDAQ and OTCQX, respectively, on March 26, 2024, the last trading day before the public announcement of the merger agreement, and on June 20, 2024, the last practicable trading day before the date of this joint proxy statement/prospectus. This table also shows the implied value of the merger consideration to be issued in exchange for each share of IFH common stock (assuming no adjustment to cash consideration), which was calculated by multiplying the closing price of CBNK common stock on those dates by the exchange ratio of 1.115 and then adding the cash consideration of $5.36.

As described above, the per share cash consideration is subject to adjustment either positive or negative by the “Adjustment Amount”. If the Adjustment Amount is a positive number, the per share cash consideration shall be reduced by the quotient obtained (rounded to the nearest whole cent) by dividing (A) the Adjustment Amount by (B) the number of shares of IFH common stock issued and outstanding immediately prior to the effective time and eligible to receive the merger consideration including any IFH restricted stock awards.

If the Adjustment Amount is a negative number, the per share cash consideration shall be increased by the quotient obtained (rounded to the nearest cent) by dividing (A) the absolute value of Adjustment Amount by (B) the number of shares of IFH common stock issued and outstanding immediately prior to the effective time and eligible to receive the merger consideration including any IFH restricted stock awards.

The “Adjustment Amount” means (A) the amount, if any, by which the “Adjusted Tangible Common Equity” (as defined in the merger agreement) of IFH is less than $60,593,582 minus (B) (i) the amount, if any, by which the sales price of certain credits sold by IFH prior to closing of the merger exceeds CBNK’s corresponding “Credit Mark Adjusted Balance” (in each case, as set forth in a schedule to the merger agreement) for such credit multiplied by (ii) 0.75225 (the “Loan Recovery Amount”); provided that such Loan Recovery Amount shall not exceed $0.88 per share of IFH common stock.

For more information on the merger consideration, see the section entitled “The Merger—Terms of the Merger” beginning on page 77 and “The Merger Agreement—Merger Consideration” beginning on page 118.

The merger agreement provides that, at the effective time, each option granted by IFH to purchase shares of IFH common stock under an IFH stock plan, whether vested or unvested, that is outstanding and unexercised immediately prior to the effective time (a “IFH Stock Option”) shall without any further action on the part of any holder thereof, be assumed by CBNK and shall be converted into an option to purchase CBNK common stock (a “Purchaser Stock Option”). Each such Purchaser Stock Option as so issued upon such conversion shall continue to have, and shall be subject to, the same terms and conditions as applied to the IFH Stock Option immediately prior to the effective time. As of the effective time, each such Purchaser Stock Option as so issued upon such conversion shall be an option to acquire that number of whole shares of CBNK common stock (rounded down to the nearest whole share) equal to the product of (i) the number of shares of IFH common stock subject to such IFH Stock Option, multiplied by (ii) 1.379 (assuming there is no adjustment of the per share cash consideration), at an exercise price per share of CBNK common Stock (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (A) the exercise price per share of IFH common stock subject to such IFH Stock Option by (B) 1.379 (assuming there is no adjustment of the per share cash consideration), provided, that the exercise price and the number of shares of CBNK common stock subject to the

Purchaser Stock Option shall be determined in a manner consistent with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and, in the case of IFH Stock Options that are intended to qualify as incentive stock options within the meaning of Section 422 of the Code, consistent with the requirements of Section 424(a) of the Code.

IFH’s board of directors is permitted to make appropriate adjustments to the exercise price, number of shares of IFH common stock underlying IFH Stock Options, or other potential terms of IFH Stock Options prior to the effective time on account of the Special Dividend subject to, and contingent upon, the payment of the Special Dividend.

For more information see “The Merger—Treatment of IFH Equity Awards” beginning on page 120.

The merger is intended to qualify for U.S. federal income tax purposes as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”). Therefore “U.S. Holders (as defined in the section of this joint proxy statement/prospectus titled “Material U.S. Federal Income Tax Consequences of the Merger—Tax Consequences of the Merger Generally”) of the shares of IFH common stock will recognize gain, but not loss, for U.S. federal income tax purposes in an amount equal to the lesser of (a) the amount of cash received (other than cash received in lieu of a fractional share of IFH common stock) and (b) the excess, if any, of (i) the sum of the amount of such cash and the fair market value of the CBNK common stock received in the merger, over (ii) the U.S. Holder’s adjusted tax basis in the shares of IFH common stock surrendered in the merger. With respect to any cash received in lieu of a fractional share of CBNK common stock, a U.S. Holder generally will recognize gain or loss measured by the difference between the amount of cash received for such fractional share and the U.S. Holder’s adjusted tax basis in its shares of IFH common stock allocable to that fractional share.

The obligations of CBNK and IFH to complete the merger are subject to, among other conditions as described in this joint proxy statement/prospectus and the merger agreement, the requirement that each of CBNK and IFH receive an opinion from its tax advisor or counsel that, on the basis of facts, representations received from officers of CBNK and IFH, and assumptions that are consistent with the facts existing at the effective time of the merger and as set forth and referred to in such opinion, the merger will qualify as a “reorganization” under Section 368(a) of the Code. If any such representations and assumptions are incorrect, incomplete, or false, or are violated, the validity of the opinion described above may be affected, and the tax consequences of the merger could differ from those consequences described in this joint proxy statement/prospectus.

You should be aware that the tax consequences to you of the merger may depend upon your own situation. In addition, you may be subject to state, local or foreign tax laws that are not discussed in this joint proxy statement/prospectus. You should therefore consult with your own tax advisor for a full understanding of the tax consequences to you of the merger. For a more complete discussion of the material U.S. federal income tax consequences of the merger, see the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 138.

The discussion of the material U.S. federal tax consequences provided herein is for general information purposes only and is not intended to be a complete discussion of all tax consequence of the merger. No discussion herein is intended to be, and may not be construed as, tax advice. We strongly urge you to consult your own tax advisors as to the applicability and effect of the rules discussed herein and the particular tax consequences of the merger under U.S. federal, state, local and non-U.S. tax laws to you.

After careful consideration, the CBNK board of directors, at a special meeting held on March 27, 2024, unanimously (i) determined that the merger agreement, including the merger consideration, are in the best interests of CBNK and its shareholders and (ii) adopted and approved the execution, delivery and performance of the merger agreement and the consummation of the transactions contemplated thereby, including the merger. Accordingly, the CBNK board of directors unanimously recommends that CBNK shareholders vote “FOR” the approval of the CBNK merger proposal and “FOR” the other proposals presented at the CBNK special meeting. For a more detailed discussion of the CBNK board of directors’ recommendation, see “The Merger—CBNK’s Reasons for the Merger; Recommendation of CBNK’s Board of Directors” beginning on page 84.

In connection with the merger, CBNK’s financial advisor, Stephens Inc. (“Stephens”), delivered a written opinion, dated March 27, 2024, to the CBNK board of directors as to the fairness, from a financial point of view and as of the date of the opinion, to CBNK of the consideration to be given by CBNK in the proposed merger. The full text of the opinion, which describes the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by Stephens in preparing the opinion, is attached as Annex B to this document. The opinion was for the information of, and was directed to, the CBNK board of directors (in its capacity as such) in connection with its consideration of the financial terms of the merger. The opinion does not address the underlying business decision of CBNK to engage in the merger or enter into the merger agreement or constitute a recommendation to the CBNK board of directors in connection with the merger, and it does not constitute a recommendation to any holder of CBNK common stock or any shareholder of any other entity as to how to vote or act in connection with the merger or any other matter.

For more information, see “The Merger—Opinion of CBNK’s Financial Advisor” beginning on page 86 and Annex B to this joint proxy statement/prospectus.

After careful consideration, the IFH board, at a special meeting held on March 27, 2024, unanimously (i) determined that the merger agreement and the transactions contemplated thereby, including the merger, are in the best interests of IFH and its shareholders, (ii) adopted and approved the merger agreement and (iii) approved the execution, delivery and performance of the merger agreement and the consummation of the transactions contemplated thereby, including the merger. Accordingly, the IFH board unanimously recommends that the holders of IFH common stock vote “FOR” the IFH merger proposal and “FOR” the other proposals presented at the IFH annual meeting. For a more detailed discussion of the IFH board of directors’ recommendation, see “The Merger—IFH’s Reasons for the Merger; Recommendation of IFH’s Board of Directors” beginning on page 96.

Pursuant to an engagement letter, IFH retained Raymond James & Associates, Inc. (“Raymond James”) as its financial advisor in connection with the proposed merger.

At the meeting of the IFH board of directors on March 26, 2024, Raymond James rendered its oral opinion, subsequently confirmed in Raymond James’ written opinion dated as of March 27, 2024, to the IFH board of directors that, as of such date and based upon and subject to the factors and assumptions set forth in its opinion, the merger consideration to be received by the holders of IFH common stock in the merger pursuant to the merger agreement was fair, from a financial point of view, to the holders of IFH common stock.

The full text of the written opinion of Raymond James, dated as of March 27, 2024, which sets forth, among other things, the various qualifications and assumptions made, matters considered and limits on the scope of the review undertaken, is attached as Annex C to this joint proxy statement/prospectus and is incorporated herein by reference. The summary of the opinion of Raymond James set forth in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of such opinion. Holders of IFH common stock are urged to read the opinion in its entirety. Raymond James’ written opinion was addressed to the IFH board of directors (in its capacity as such) in connection with and for the purposes of its evaluation of the proposed merger, was directed only to the merger consideration in the merger and did not address any other aspect of the merger. Raymond James’ opinion did not cover any shares of IFH common stock owned by IFH as treasury stock or owned by IFH or CBNK or a subsidiary of either (in each case other than in a fiduciary or agency capacity or as a result of debts previously contracted). Further, Raymond James’ opinion did not cover shares of IFH common stock held by IFH shareholders who perfect their appraisal rights in accordance with Article 13 of the NCBCA. The Raymond James’ opinion does not constitute a recommendation to the IFH board, any shareholder of IFH or any other person as to how such persons should vote with respect to the proposed merger or any other matter.

For more information, see “The Merger—Opinion of IFH’s Financial Advisor” beginning on page 99 and Annex C to this joint proxy statement/prospectus.

In considering the recommendation of IFH’s board of directors with respect to the merger, IFH’s shareholders should be aware that the directors and executive officers of IFH have certain interests in the merger that may be different from, or in addition to, the interests of IFH’s shareholders generally. These interests include, among others, the following:

IFH’s board of directors was aware of these interests and considered them, among other matters, in making its recommendation that IFH’s shareholders vote to approve the merger proposal. For more information, see “The Merger—Background of the Merger” beginning on page 77 and “The Merger—IFH’s Reasons for the Merger; Recommendation of IFH’s Board of Directors” beginning on page 96. These interests are described in more detail below, and certain of them are quantified in the narrative and in the section entitled “The Merger—Interests of IFH Directors and Executive Officers in the Merger” beginning on page 107.

At the effective time, the Board of Directors of CBNK shall consist of the directors of CBNK immediately prior to the effective time; provided, however, that the number of directors that will constitute the full Board of Directors of CBNK shall be increased by one (1) and a member of the IFH board of directors shall be appointed to fill such vacancy. Mr. Marc McConnell will serve as the IFH appointee to the Board of Directors of CBNK, unless he is unable or unwilling to serve, in which case CBNK and IFH will select a mutually agreeable alternative member of IFH’s Board of Directors to serve on the Board of Directors of CBNK.

The executive officers of CBNK shall continue as executive officers of CBNK immediately after the effective time, each of whom shall serve until their respective successors are duly appointed and qualified or their earlier death, resignation or removal. Contingent upon the closing of the merger, Mr. A. Riddick Skinner will serve as Capital Bank’s Head of Government Guaranteed Lending; Mr. Michael J. Breckheimer will serve as Senior Vice President, Head of Windsor Advantage and Ms. Melissa Marsal will serve Capital Bank in an executive role (with a title to be mutually agreed upon by Ms. Marsal and Capital Bank).

The name of the surviving corporation and surviving bank will be Capital Bancorp, Inc, and Capital Bank, N.A., respectively, and the headquarters of CBNK and the main office of Capital Bank will be located in Rockville, Maryland.

Subject to the terms of the merger agreement, CBNK and IFH have agreed to cooperate with each other and use reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings (and in the case of the applications, notices, petitions and filings in respect of the requisite regulatory approvals, to make such filings within sixty (60) days of the date of the merger agreement), to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and

governmental entities which are necessary or advisable to consummate the transactions contemplated by the merger agreement (including the merger and the bank merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations (collectively, approvals) of all such governmental entities. These approvals include, among others, the approval of the merger by the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) and notice of the merger to the Illinois Department of Financial and Professional Regulation (“IDFPR”) and the Maryland Office of Financial Regulation as well as approval from the Office of the Comptroller of the Currency (“OCC”) for the bank merger and notice to the IDFPR of the bank merger. The initial submission of the bank merger regulatory applications occurred on May 20, 2024, and submission of the merger regulatory application occurred on May 20, 2024.

CBNK and IFH cannot be certain when or if they will be obtained, or that the granting of these regulatory approvals will not involve the imposition of conditions on the completion of the merger or the bank merger.

Neither CBNK nor IFH can predict the actual date on which the merger will be completed, or if the merger will be completed at all, because completion is subject to conditions and factors outside the control of both companies. IFH must first obtain the approval of IFH shareholders for the IFH merger proposal, and CBNK must first obtain the approval of CBNK shareholders for the CBNK merger proposal. CBNK and IFH must also obtain necessary regulatory approvals and satisfy certain other closing conditions. CBNK and IFH expect the merger to be completed promptly once CBNK and IFH have obtained their respective shareholders’ approvals noted above, have obtained necessary regulatory approvals, and have satisfied the other closing conditions.

As more fully described in this joint proxy statement/prospectus and in the merger agreement, the completion of the merger depends on a number of conditions being satisfied or, where legally permissible, waived. These conditions include:

The merger agreement can be terminated at any time prior to completion of the merger, whether before or after the receipt of the requisite IFH vote or the requisite CBNK vote, in the following circumstances:

IFH also may terminate the merger agreement at any time during the five (5) day period commencing on the later of (i) date on which the last regulatory approval required to permit the consummation of the transactions contemplated by the merger agreement is received and (ii) the date on which each of requisite CBNK vote and the requisite IFH vote have been obtained (which we refer to as the “determination date”), if both following conditions are met:

If IFH elects to exercise this termination right, prompt written notice must be provided to CBNK. CBNK then has the option, within five business days following its receipt of such written notice, to increase the merger consideration to be received by holders of IFH common stock by, at CBNK’s option, (i) increasing the exchange ratio (which we refer to as the “adjusted exchange ratio”) (calculated to the nearest one one-thousandth) to equal the lesser of (x) a number (rounded to the nearest one one-thousandth) obtained by dividing (1) the product of the initial CBNK market value, 0.825 and the exchange ratio (as then in effect) by (2) the CBNK market value; and (y) a number (rounded to the nearest one one-thousandth) obtained by dividing (1) the product of the index

ratio and the exchange ratio (as then in effect) by (2) the purchaser ratio; or (ii) filling the difference between the adjusted exchange ratio and the exchange ratio in cash by multiplying the CBNK market value by the difference in the adjusted exchange ratio and the exchange ratio (which we refer to as the “additional cash payment”).

If CBNK elects to make this adjustment, CBNK must provide prompt written notice to IFH, which shall contain the adjusted exchange ratio or, as applicable, the additional cash payment. Once this notice is received by IFH, the foregoing termination shall be deemed not to have occurred, and the merger agreement shall continue in full force and effect.

If the merger agreement is terminated under certain circumstances, including circumstances involving an alternative acquisition proposal and changes in the recommendation of IFH’s board, IFH may be required to pay a termination fee to CBNK equal to $3.0 million.

The merger will be accounted for as an acquisition of IFH by CBNK under the acquisition method of accounting in accordance with accounting principles generally accepted in the United States (“GAAP”).

The rights of IFH shareholders are governed by North Carolina law and the IFH articles of incorporation, as amended, and the IFH bylaws. In the merger, IFH shareholders will become CBNK shareholders, and their rights will be governed by Maryland law and the CBNK articles of incorporation, as amended, and the CBNK bylaws, as amended. IFH shareholders will have different rights once they become CBNK shareholders due to differences between the IFH governing documents and North Carolina law, on the one hand, and the CBNK governing documents and Maryland law, on the other hand. These differences are described in more detail under the section entitled “Comparison of the Rights of Holders of CBNK Common Stock and Holders of IFH Common Stock” beginning on page 146.

The shares of CBNK common stock to be issued in the merger will be listed for trading on NASDAQ. Following the merger, shares of CBNK common stock will continue to be traded on NASDAQ.

The CBNK special meeting will be held at CBNK’s headquarters, located at 2275 Research Blvd, Suite 110 - Conference Center, Rockville, MD 20850, on August 15, 2024, at 3:00 p.m. Eastern time. At the CBNK special meeting, CBNK shareholders will be asked to vote on the following matters:

You may vote at the CBNK special meeting if you owned shares of CBNK common stock at the close of business on June 20, 2024. As of June 20, 2024, there were 13,899,251 shares of CBNK common stock outstanding, of which approximately thirty-five percent (35%) were owned and entitled to be voted by CBNK directors and executive officers and their affiliates. We currently expect that CBNK’s directors and executive officers will vote their shares in favor of the CBNK merger proposal, although none of them has entered into any agreements obligating them to do so.

Assuming that a quorum is present, the affirmative vote of a majority of the outstanding shares of CBNK common stock entitled to vote on the merger proposal is required to approve the CBNK merger proposal. If a CBNK shareholder marks “ABSTAIN” on the shareholder’s proxy, fails to submit a proxy or vote at the CBNK special meeting, or fails to instruct such shareholder’s bank or broker how to vote with respect to the CBNK merger proposal, it will have the same effect as a vote “AGAINST” the CBNK merger proposal.

The IFH annual meeting will be held at IFH’s headquarters, located at 8450 Falls of Neuse Rd., Suite 202, Raleigh, North Carolina 27615, on August 15, 2024 at 9:00 a.m., Eastern Time. At the IFH annual meeting, IFH shareholders will be asked to vote on the following matters:

IFH will also transact any other business that may properly come before the annual meeting or any adjournment thereof in accordance with applicable law. You may vote at the IFH annual meeting if you owned shares of IFH common stock at the close of business on June 20, 2024. As of June 20, 2024, there were 2,322,659 shares of IFH voting common stock outstanding, of which approximately twenty-five percent (25%) were beneficially owned and entitled to be voted by IFH directors and executive officers and their affiliates. As of June 20, 2024, there were 21,740 shares of IFH non-voting common stock outstanding, all of which shares were beneficially owned by an entity controlled by the Chairman of IFH’s board of directors. Each director and executive officer of IFH has entered into a voting and support agreement with CBNK agreeing to, among other things, vote their shares of IFH common stock in favor of the merger agreement and the transactions contemplated thereby.

The IFH merger proposal will be approved if (i) a majority of the outstanding shares of IFH voting common stock are voted in favor of such proposal, and (ii) a majority of the outstanding shares of IFH non-voting common stock are voted in favor of such proposal, with the IFH voting and non-voting common stock voting as separate voting groups. If an IFH shareholder present at the IFH annual meeting abstains from voting, or responds by proxy with an “ABSTAIN”, it will have the same effect as a vote cast “AGAINST” such proposal. If an IFH shareholder is not present at the IFH annual meeting and does not respond by proxy or does not provide his, her or its bank, broker, trustee or other nominee with instructions, as applicable and as may be required, it will have the same effect as a vote cast “AGAINST” the IFH merger proposal. With respect to IFH Proposal 2 (Election of Directors), the two nominees for director receiving the greatest number of votes will be elected to the board of directors of IFH. Assuming a quorum is present, abstentions or failures to vote at the IFH annual meeting will have no effect on the outcome of the election of directors. IFH non-voting common stock is not entitled to vote in the election of directors. With respect to IFH Proposal 3 (IFH adjournment proposal), and whether or not a quorum is present, the proposal will be approved by each voting group if the votes cast with respect to that voting group at the IFH annual meeting, in person or by proxy, in favor of IFH Proposal 3 exceed the votes cast against such proposal. Abstentions or failures to vote on Proposal 3 will have no effect on the outcome of Proposal 3.

As a condition to CBNK entering into the merger agreement, each director of IFH as well as certain executive officers of IFH who have voting power over shares of IFH common stock entered into a voting and support agreement (which we refer to as the “voting agreement”) in the form attached as Exhibit A to the merger agreement, which is attached as Annex A to this joint proxy statement/prospectus. Under the voting agreement, each such person agreed, among other things, to vote the shares of IFH common stock (1) in favor of the merger agreement and in favor of each of the other actions contemplated by the merger agreement, (2) against approval of any proposal made in opposition to, or in competition with, the merger or any other transactions contemplated by the merger agreement and (3) against any action that is intended, or could reasonably be expected to, impede, interfere with, delay, postpone, discourage or adversely affect the merger or any other transactions between CBNK and IFH as contemplated by the merger agreement.

CBNK shareholders are not entitled to dissenters’ rights under the MGCL. IFH shareholders are entitled to appraisal rights under the NCBCA. For more information, see “The Merger—Appraisal or Dissenters’ Rights in the Merger” beginning on page 114.

CBNK common stock is listed on NASDAQ under the symbol “CBNK” IFH’s voting common is traded on the OTCQX Market under the symbol “IFHI”. IFH’s voting common stock has historically traded only sporadically and in limited volume.

The following table sets forth the closing sale prices of CBNK common stock and IFH voting common stock as reported on NASDAQ and OTCQX, respectively, on March 26, 2024, the last full trading day before the public announcement of the merger agreement, and on June 20, 2024, the latest practicable trading date before the date of this joint proxy statement/prospectus. This table also shows the implied value of the merger consideration to be issued in exchange for each share of IFH common stock (assuming no adjustment to the per share cash consideration), which was calculated by multiplying the closing price of CBNK common stock on those dates by the exchange ratio of 1.115 and then adding the cash consideration of $5.36.

Under the merger agreement, CBNK and IFH shall coordinate with each other regarding declaration of any dividends in respect of CBNK common stock and IFH common stock and the record dates and payment dates relating thereto so that holders of IFH common stock shall not receive two dividends (excluding the Special Dividend), or fail to receive one dividend, in any quarter with respect to their shares of IFH common stock and any shares of CBNK common stock any such holder receives in exchange therefor in the merger.

In evaluating the merger agreement, the merger or the issuance of shares of CBNK common stock, you should carefully read this joint proxy statement/prospectus and give special consideration to the factors discussed in the section entitled “Risk Factors” beginning on page 27.

Some of the statements contained or incorporated by reference into this joint proxy statement/prospectus are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). Any statement that does not describe historical or current facts is a forward-looking statement, including statements with respect to IFH’s and CBNK’s beliefs, goals, intentions, and expectations regarding the proposed transaction, revenues, earnings, asset quality, and capital levels, among other matters; our estimates of future costs and benefits of the actions we may take; our assessments of interest rate and other market risks; our ability to achieve our financial and other strategic goals; the expected timing of completion of the proposed transaction; the expected costs of the transaction; the expected cost savings, synergies and other anticipated benefits from the proposed transaction; and other statements that are not historical facts.

Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “project,” “intend,” “target,” “estimate,” “continue,” “positions,” “prospects” or “potential,” by future conditional verbs such as “will,” “would,” “should,” “could,” or “may,” or by variations of such words or by similar expressions. Forward-looking statements are based on current expectations, estimates and projections about IFH’s and CBNK’s businesses, beliefs of IFH’s and CBNK’s management and assumptions made by IFH’s and CBNK’s management. These statements are not guarantees of future performance and are subject to numerous risks, uncertainties and assumptions (“Future Factors”), not all of which are known to us, which are difficult to predict, change over time, and many of which are beyond the control of CBNK and IFH. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements.

Future Factors include, among others:

These are representative of the Future Factors that could affect the outcome of the forward-looking statements. In addition, such statements could be affected by general industry and market conditions and growth rates (including 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); general economic and political conditions, either nationally or in the states in which CBNK, IFH, or their respective subsidiaries do business, including interest rate fluctuations; changes and trends in the securities markets; changes in applicable laws and regulations and other Future Factors.

For any forward-looking statements made in this joint proxy statement/prospectus or in any documents incorporated by reference into this joint proxy statement/prospectus, CBNK and IFH claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act, and Section 21E of the Exchange Act. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this joint proxy statement/prospectus or the dates of the documents incorporated by reference in this joint proxy statement/prospectus. New risks and uncertainties arise from time to time, and it is impossible to predict these events or how they may affect CBNK and IFH. Annualized, pro forma, projected and estimated numbers are used for illustrative purposes only, are not forecasts and may not reflect actual results. Except as required by applicable law, neither CBNK nor IFH undertakes to update these forward-looking statements to reflect facts, circumstances, assumptions or events that occur after the date the forward-looking statements are made.

For additional information about factors that could cause actual results to differ materially from those described in the forward-looking statements, please see the reports that CBNK has filed with the SEC as described under “Where You Can Find More Information” beginning on page 159.

CBNK and IFH expressly qualify in their entirety all forward-looking statements attributable to either of them or any person acting on their behalf by the cautionary statements contained or referred to in this joint proxy statement/prospectus.