Forbright Inc-A美股招股说明书(2026-06-11版)

Class A Common Stock This prospectus relates to the initial public offering of shares of Class A common stock of Forbright, Inc., a Delaware corporation and the bankholding company for Forbright Bank, our wholly owned subsidiary and a Maryland state-chartered non-member commercial bank. We are offering7,900,000shares of our Class A common stock. The initial public offering price of our Class A common stock is $18.00 per share. Prior to this offering no public market existed for our Class Acommon stock. We intend to use the net proceeds that we receive from this offering for general corporate purposes. Following this offering, we will have two classes of authorized common stock: Class A common stock and Class B common stock. Holders ofour Class A common stock will be entitled to one vote per share on all matters to be voted on by stockholders. Each share of Class B common stock isnon-voting, with limited exceptions, and subject to certain limitations, is convertible into Class A common stock. We have been approved to list our Class A common stock on the Nasdaq Global Select Market under the symbol “FRBT.” We are an “emerging growth company” as defined under the federal securities laws, and may take advantage of reduced publiccompany reporting requirements and relief from certain other requirements otherwise generally applicable to public companies. See “Aboutthis Prospectus—Implications of Being an Emerging Growth Company.” Investing in our Class A common stock involves risks. See “Risk Factors” beginning on page26to read about certain factors you shouldconsider before buying our Class A common stock. None of the United States Securities and Exchange Commission, any state securities commission, the Federal Deposit InsuranceCorporation, the Board of Governors of the Federal Reserve System nor any other regulatory body has approved or disapproved of thesesecurities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. Initial public offering priceUnderwriting discounts and commissionsProceeds, before expenses, to us(1) (1)See “Underwriting” for a description of the compensation payable to the underwriters. The underwriters have an option to purchase up to an aggregate of 1,185,000 additional shares of Class A common stock from us at the initialpublic offering price, less underwriting discounts and commissions. The underwriters can exercise this option at any time within 30 days from thedate of this prospectus. These securities are not deposits, savings accounts or other obligations of any bank or savings association and are not insured orguaranteed by the Federal Deposit Insurance Corporation or any other governmental agency and are subject to investment risks, includingthe possible loss of the entire amount you invest. The underwriters expect to deliver the shares of Class A common stock against payment on or aboutJune 12, 2026. Goldman Sachs & Co. LLC Barclays Centerview Partners Piper Sandler TABLE OF CONTENTS PROSPECTUS SUMMARYTHE OFFERINGSUMMARY HISTORICAL CONSOLIDATED FINANCIAL DATA AND OTHER INFORMATIONNON-GAAP FINANCIAL MEASURESRISK FACTORSCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSDIVIDEND POLICYCAPITALIZATIONDILUTIONMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONSBUSINESSSUPERVISION AND REGULATIONMANAGEMENTEXECUTIVE AND DIRECTOR COMPENSATIONCERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONSPRINCIPAL STOCKHOLDERSDESCRIPTION OF CAPITAL STOCKSHARES ELIGIBLE FOR FUTURE SALEU.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERSUNDERWRITINGLEGAL MATTERSEXPERTSWHERE YOU CAN FIND ADDITIONAL INFORMATIONINDEX TO CONSOLIDATED FINANCIAL STATEMENTS Through and including July 5, 2026 (the 25th day after the date of this prospectus), all dealers effecting transactions inthese securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to adealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment orsubscription. We and the underwriters have not authorized anyone to provide you with different or additional information or to make anyrepresentations other than those contained in this prospectus or in any free writing prospectuses we have prepared or that has beenprepared on our behalf or which we have referred you in connection with this offering of securities. We and the underwriters take noresponsibility for, and can provide no assurance as to the reliability of, any other information that others may give you or anyrepresentation that others may make to you. This prospectus is an offer to sell only the shares of Class A common stock offered by thisprospectus, and only under circumstances in which it is lawful to do so. We and the underwriters are not making an offer of thesesecurities in any state, country or other jurisdiction where the offer is not per