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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Forbright, Inc. (Name of Issuer) |
Class A common stock, $0.001 par value per share (Title of Class of Securities) |
(CUSIP Number) |
06/30/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
GPC Partners Investments (Elevate) LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,178,251.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The shares of Class A common stock and percent of class reported herein include 1,095,351 shares of Class A common stock acquired by GPC Partners Investments (Elevate) LP ("GPC Elevate") following June 30, 2026 upon its exercise of anti-dilution conversion rights under the Issuer's Amended and Restated Certificate of Incorporation, pursuant to which GPC Elevate converted an equal number of its Class B common stock into shares of Class A common stock. Such conversion rights were triggered by the issuance of Class A common stock in the Issuer's initial public offering and certain other dilutive issuances of stock by the Company during the second quarter of 2026. GPC Elevate continues to hold 7,744,751 shares of Class B common stock that remain convertible into Class A common stock; however, the Issuer's Amended and Restated Certificate of Incorporation prohibits GPC Elevate from converting such shares to the extent such conversion would result in GPC Elevate beneficially owning more than 9.9% of the outstanding Class A common stock. As of June 30, 2026, prior to such conversion, the Reporting Persons beneficially owned 2,082,900 shares of Class A common stock, representing approximately 7.2% of the outstanding Class A common stock.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Gallatin Point Capital LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,178,251.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The shares of Class A common stock and percent of class reported herein include 1,095,351 shares of Class A common stock acquired by GPC Elevate following June 30, 2026 upon its exercise of anti-dilution conversion rights under the Issuer's Amended and Restated Certificate of Incorporation, pursuant to which GPC Elevate converted an equal number of its Class B common stock into shares of Class A common stock. Such conversion rights were triggered by the issuance of Class A common stock in the Issuer's initial public offering and certain other dilutive issuances of stock by the Company during the second quarter of 2026. GPC Elevate continues to hold 7,744,751 shares of Class B common stock that remain convertible into Class A common stock; however, the Issuer's Amended and Restated Certificate of Incorporation prohibits GPC Elevate from converting such shares to the extent such conversion would result in GPC Elevate beneficially owning more than 9.9% of the outstanding Class A common stock. As of June 30, 2026, prior to such conversion, the Reporting Persons beneficially owned 2,082,900 shares of Class A common stock, representing approximately 7.2% of the outstanding Class A common stock.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
GPC Partners GP LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,178,251.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The shares of Class A common stock and percent of class reported herein include 1,095,351 shares of Class A common stock acquired by GPC Elevate following June 30, 2026 upon its exercise of anti-dilution conversion rights under the Issuer's Amended and Restated Certificate of Incorporation, pursuant to which GPC Elevate converted an equal number of its Class B common stock into shares of Class A common stock. Such conversion rights were triggered by the issuance of Class A common stock in the Issuer's initial public offering and certain other dilutive issuances of stock by the Company during the second quarter of 2026. GPC Elevate continues to hold 7,744,751 shares of Class B common stock that remain convertible into Class A common stock; however, the Issuer's Amended and Restated Certificate of Incorporation prohibits GPC Elevate from converting such shares to the extent such conversion would result in GPC Elevate beneficially owning more than 9.9% of the outstanding Class A common stock. As of June 30, 2026, prior to such conversion, the Reporting Persons beneficially owned 2,082,900 shares of Class A common stock, representing approximately 7.2% of the outstanding Class A common stock.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Gallatin Point Holdings LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,178,251.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The shares of Class A common stock and percent of class reported herein include 1,095,351 shares of Class A common stock acquired by GPC Elevate following June 30, 2026 upon its exercise of anti-dilution conversion rights under the Issuer's Amended and Restated Certificate of Incorporation, pursuant to which GPC Elevate converted an equal number of its Class B common stock into shares of Class A common stock. Such conversion rights were triggered by the issuance of Class A common stock in the Issuer's initial public offering and certain other dilutive issuances of stock by the Company during the second quarter of 2026. GPC Elevate continues to hold 7,744,751 shares of Class B common stock that remain convertible into Class A common stock; however, the Issuer's Amended and Restated Certificate of Incorporation prohibits GPC Elevate from converting such shares to the extent such conversion would result in GPC Elevate beneficially owning more than 9.9% of the outstanding Class A common stock. As of June 30, 2026, prior to such conversion, the Reporting Persons beneficially owned 2,082,900 shares of Class A common stock, representing approximately 7.2% of the outstanding Class A common stock.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Botein Matthew | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,178,251.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: The shares of Class A common stock and percent of class reported herein include 1,095,351 shares of Class A common stock acquired by GPC Elevate following June 30, 2026 upon its exercise of anti-dilution conversion rights under the Issuer's Amended and Restated Certificate of Incorporation, pursuant to which GPC Elevate converted an equal number of its Class B common stock into shares of Class A common stock. Such conversion rights were triggered by the issuance of Class A common stock in the Issuer's initial public offering and certain other dilutive issuances of stock by the Company during the second quarter of 2026. GPC Elevate continues to hold 7,744,751 shares of Class B common stock that remain convertible into Class A common stock; however, the Issuer's Amended and Restated Certificate of Incorporation prohibits GPC Elevate from converting such shares to the extent such conversion would result in GPC Elevate beneficially owning more than 9.9% of the outstanding Class A common stock. As of June 30, 2026, prior to such conversion, the Reporting Persons beneficially owned 2,082,900 shares of Class A common stock, representing approximately 7.2% of the outstanding Class A common stock.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Sachs Lewis A | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,178,251.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: The shares of Class A common stock and percent of class reported herein include 1,095,351 shares of Class A common stock acquired by GPC Elevate following June 30, 2026 upon its exercise of anti-dilution conversion rights under the Issuer's Amended and Restated Certificate of Incorporation, pursuant to which GPC Elevate converted an equal number of its Class B common stock into shares of Class A common stock. Such conversion rights were triggered by the issuance of Class A common stock in the Issuer's initial public offering and certain other dilutive issuances of stock by the Company during the second quarter of 2026. GPC Elevate continues to hold 7,744,751 shares of Class B common stock that remain convertible into Class A common stock; however, the Issuer's Amended and Restated Certificate of Incorporation prohibits GPC Elevate from converting such shares to the extent such conversion would result in GPC Elevate beneficially owning more than 9.9% of the outstanding Class A common stock. As of June 30, 2026, prior to such conversion, the Reporting Persons beneficially owned 2,082,900 shares of Class A common stock, representing approximately 7.2% of the outstanding Class A common stock.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Forbright, Inc. | |
| (b) | Address of issuer's principal executive offices:
4445 Willard Avenue, Suite 1000, Chevy Chase, MD 20815 | |
| Item 2. | ||
| (a) | Name of person filing:
This Schedule 13G is filed by:
(i) GPC Elevate;
(ii) Gallatin Point Capital LLC ("Gallatin Point");
(iii) GPC Partners GP LLC ("GPC GP");
(iv) Gallatin Point Holdings LP ("GPC Holdings");
(v) Matthew B. Botein; and
(vi) Lewis A. (Lee) Sachs.
GPC Elevate is the direct holder of the securities reported in this Schedule 13G. Gallatin Point is the manager of funds and accounts invested in GPC Elevate. GPC GP is the general partner of GPC Elevate, and GPC Holdings is the managing member of GPC GP. Messrs. Botein and Sachs are the Co-Founders and Managing Partners of the ultimate parent of GPC Holdings and collectively make voting and investment decisions on behalf of GPC Elevate. | |
| (b) | Address or principal business office or, if none, residence:
The address of the principal business office of the Reporting Persons is 660 Steamboat Road, Greenwich CT 06830. | |
| (c) | Citizenship:
GPC Elevate, Gallatin Point, GPC GP and GPC Holdings are incorporated under the laws of the State of Delaware. Messrs. Botein and Sachs are citizens of the United States of America. | |
| (d) | Title of class of securities:
Class A common stock, $0.001 par value per share | |
| (e) | CUSIP No.:
| |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
As of August 14, 2026, GPC Elevate directly owns 3,178,251 shares of Class A common stock of the Issuer, representing approximately 9.9% of the outstanding Class A common stock. Gallatin Point, as the manager of funds and accounts invested in GPC Elevate, GPC GP, as the general partner of GPC Elevate, GPC Holdings, as the managing member of GPC GP, and Messrs. Botein and Sachs, as the Co-Founders and Managing Partners of the ultimate parent of GPC Holdings, may each be deemed to have voting and dispositive power over the shares held directly by GPC Elevate. The percent of class beneficially owned by the Reporting Persons as of August 14, 2026 is based upon 32,103,172 shares of Class A common stock outstanding, as disclosed by the Issuer to the Reporting Persons.
The shares of Class A common stock and percent of class reported herein include 1,095,351 shares of Class A common stock acquired by GPC Elevate following June 30, 2026 upon its exercise of anti-dilution conversion rights under the Issuer's Amended and Restated Certificate of Incorporation, pursuant to which GPC Elevate converted an equal number of its Class B common stock into shares of Class A common stock. Such conversion rights were triggered by the issuance of Class A common stock in the Issuer's initial public offering and certain other dilutive issuances of stock by the Company during the second quarter of 2026. GPC Elevate continues to hold 7,744,751 shares of Class B common stock that remain convertible into Class A common stock; however, the Issuer's Amended and Restated Certificate of Incorporation prohibits GPC Elevate from converting such shares to the extent such conversion would result in GPC Elevate beneficially owning more than 9.9% of the outstanding Class A common stock. As of June 30, 2026, prior to such conversion, the Reporting Persons beneficially owned 2,082,900 shares of Class A common stock, representing approximately 7.2% of the outstanding Class A common stock based upon 28,939,391 shares of Class A common stock outstanding following the Issuer's initial public offering, as reported in the Issuer's prospectus filed with the Securities and Exchange Commission on June 11, 2026. | |
| (b) | Percent of class:
Item 4(a) is incorporated by reference. %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
GPC Elevate: 3,178,251
Gallatin Point: 3,178,251
GPC GP: 3,178,251
GPC Holdings: 3,178,251
Matthew Botein: 3,178,251
Lewis A. Sachs: 3,178,251 | ||
| (ii) Shared power to vote or to direct the vote:
N/A | ||
| (iii) Sole power to dispose or to direct the disposition of:
GPC Elevate: 3,178,251
Gallatin Point: 3,178,251
GPC GP: 3,178,251
GPC Holdings: 3,178,251
Matthew Botein: 3,178,251
Lewis A. Sachs: 3,178,251 | ||
| (iv) Shared power to dispose or to direct the disposition of:
N/A | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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