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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
CB Elevate Aggregator L.P. | ||||||||
| 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 CB Elevate Aggregator L.P. ("CB 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 CB 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. CB Elevate continues to hold 7,214,751 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 CB Elevate from converting such shares to the extent such conversion would result in CB 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
Centerbridge Special Credit Partners III-Flex, L.P. | ||||||||
| 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 CB 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 CB 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. CB Elevate continues to hold 7,214,751 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 CB Elevate from converting such shares to the extent such conversion would result in CB 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. Centerbridge Special Credit Partners General Partner III, L.P.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Centerbridge Special Credit Partners General Partner III, L.P. | ||||||||
| 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 CB 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 CB 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. CB Elevate continues to hold 7,214,751 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 CB Elevate from converting such shares to the extent such conversion would result in CB 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
CSCP III Cayman GP Ltd. | ||||||||
| 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
CAYMAN ISLANDS
| ||||||||
| 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 CB 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 CB 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. CB Elevate continues to hold 7,214,751 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 CB Elevate from converting such shares to the extent such conversion would result in CB 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
Jeffrey H. Aronson | ||||||||
| 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 CB 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 CB 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. CB Elevate continues to hold 7,214,751 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 CB Elevate from converting such shares to the extent such conversion would result in CB 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) CB Elevate;
(ii) Centerbridge Special Credit Partners III-Flex, L.P. ("SC III-Flex");
(iii) Centerbridge Special Credit Partners General Partner III, L.P. ("Special Credit III GP");
(iv) CSCP III Cayman GP Ltd. ("CSCP III Cayman GP"); and
(v) Jeffrey H. Aronson.
CB Elevate is the direct holder of the securities reported in this Schedule 13G. CSCP III Cayman GP is the general partner of Special Credit III GP, which is the general partner of SC III-Flex, and may be deemed to share beneficial ownership over the securities held directly by CB Elevate. As the director of CSCP III Cayman GP, Jeffrey H. Aronson may be deemed to share beneficial ownership with respect to the securities held directly by CB Elevate. | |
| (b) | Address or principal business office or, if none, residence:
The address of the principal business office of the Reporting Persons is 375 Park Avenue, 11th Floor, New York, New York 10152. | |
| (c) | Citizenship:
CB Elevate, SC III-Flex and Special Credit III GP are incorporated under the laws of Delaware. CSCP III Cayman GP is organized under the laws of the Cayman Islands. Mr. Aronson is a citizen of the United States. | |
| (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).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
As of August 14, 2026, CB 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. CSCP III Cayman GP is the general partner of Special Credit III GP, which is the general partner of SC III-Flex, and may be deemed to share beneficial ownership over the securities held directly by CB Elevate. As the director of CSCP III Cayman GP, Jeffrey H. Aronson may be deemed to share beneficial ownership with respect to the securities held directly by CB 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 CB 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 CB 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. CB Elevate continues to hold 7,214,751 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 CB Elevate from converting such shares to the extent such conversion would result in CB 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. %
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| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
N/A | ||
| (ii) Shared power to vote or to direct the vote:
CB Elevate: 3,178,251
SC III-Flex: 3,178,251
Special Credit III GP: 3,178,251
CSCP III Cayman GP: 3,178,251
Jeffrey H. Aronson: 3,178,251 | ||
| (iii) Sole power to dispose or to direct the disposition of:
N/A | ||
| (iv) Shared power to dispose or to direct the disposition of:
CB Elevate: 3,178,251
SC III-Flex: 3,178,251
Special Credit III GP: 3,178,251
CSCP III Cayman GP: 3,178,251
Jeffrey H. Aronson: 3,178,251 | ||
| 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
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| 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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EXHIBIT 99.1
JOINT FILING AGREEMENT
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.
| CB Elevate Aggregator L.P. | ||
| Signature: | /s/ Elizabeth Uhl | |
| Name/Title: | Elizabeth Uhl, Chief Compliance Officer & Managing Director | |
| Date: | August 14, 2026 | |
| Centerbridge Special Credit Partners III-Flex, L.P. | ||
| Signature: | /s/ Elizabeth Uhl | |
| Name/Title: | Elizabeth Uhl, Chief Compliance Officer & Managing Director | |
| Date: | August 14, 2026 | |
| Centerbridge Special Credit Partners General Partner III, L.P. | ||
| Signature: | /s/ Elizabeth Uhl | |
| Name/Title: | Elizabeth Uhl, Chief Compliance Officer & Managing Director | |
| Date: | August 14, 2026 | |
| CSCP III Cayman GP Ltd. | ||
| Signature: | /s/ Elizabeth Uhl | |
| Name/Title: | Elizabeth Uhl, Chief Compliance Officer & Managing Director | |
| Date: | August 14, 2026 | |
| Jeffrey H. Aronson | ||
| Signature: | /s/ Jeffrey H. Aronson | |
| Name/Title: | Jeffrey H. Aronson | |
| Date: | August 14, 2026 | |