Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
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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) |
34520K105 (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. | 34520K105 |
| 1 | Names of Reporting Persons
Bayview Opportunity Master Fund VI, 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
1,281,207.00 | ||||||||
| 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)
4.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The beneficial ownership reported on this cover page is as of August 14, 2026.
SCHEDULE 13G
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| CUSIP No. | 34520K105 |
| 1 | Names of Reporting Persons
Bayview Opportunity Master Fund VIa, 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
680,641.00 | ||||||||
| 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)
2.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The beneficial ownership reported on this cover page is as of August 14, 2026.
SCHEDULE 13G
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| CUSIP No. | 34520K105 |
| 1 | Names of Reporting Persons
Bayview Asset Management, 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
1,961,848.00 | ||||||||
| 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)
6.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA, OO |
Comment for Type of Reporting Person: The beneficial ownership reported on this cover page is as of August 14, 2026.
SCHEDULE 13G
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| CUSIP No. | 34520K105 |
| 1 | Names of Reporting Persons
Mayim 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
FLORIDA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
420,396.00 | ||||||||
| 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)
1.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The beneficial ownership reported on this cover page is as of August 14, 2026
SCHEDULE 13G
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| CUSIP No. | 34520K105 |
| 1 | Names of Reporting Persons
David Ertel | ||||||||
| 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
840,792.00 | ||||||||
| 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)
2.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: The beneficial ownership reported on this cover page is as of August 14, 2026
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 being filed by the Reporting Persons (as defined herein) with respect to the shares of Class A common stock, $0.001 par value per share ("Class A Common Stock") of Forbright, Inc. (the "Issuer"). Each of the following is hereinafter individually referred to as a "Reporting Person" and collectively as the "Reporting Persons." This statement is filed on behalf of: (i) Bayview Opportunity Master Fund VI, L.P., a Delaware limited partnership, (ii) Bayview Opportunity Master Fund VIa, L.P., a Delaware limited partnership, (iii) Bayview Asset Management, LLC, a Delaware limited liability company, (iv) Mayim Capital, LLC, a Florida limited liability company, and (v) David Ertel, a United States citizen. | |
| (b) | Address or principal business office or, if none, residence:
The principal business address of each of the Reporting Persons is c/o Bayview Fund Management LLC, 4425 Ponce de Leon Blvd., 4th Floor, Coral Gables, FL 33146. | |
| (c) | Citizenship:
See Item 2(a) above. | |
| (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:
The information set forth in the cover pages of this Schedule 13G are hereby incorporated by reference into this Item 4. As of August 14, 2026, collectively, the Reporting Persons beneficially owned an aggregate of 2,802,640 shares of Class A Common Stock consisting of: (i) 1,281,207 shares of Class A Common Stock held by Bayview Opportunity Master Fund VI, L.P. ("BOF-VI Investor"), (ii) 680,641 shares of Class A Common Stock held by Bayview Opportunity Master Fund VIa, L.P. ("BOF-VIa Investor"), (iii) 420,396 shares of Class A Common Stock held by Mayim Capital, LLC ("Mayim Capital"), and (iv) 420,396 shares of Class A Common Stock held by David and Beth L. Ertel, husband and wife as tenants by the entireties. Mayim Capital holds an indirect equity interest in Bayview Asset Management, LLC, which is the sole member of Bayview Fund Management LLC, which serves as investment manager of each of BOF-VI Investor and BOF-VIa Investor. David Ertel is the sole member of Mayim Capital. Neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission that any Reporting Person is the beneficial owner of the shares of Class A Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Act"), or for any other purpose and each of the Reporting Persons expressly disclaims beneficial ownership of such shares. The filing of this statement should not be construed to be an admission that any member of the Reporting Persons are members of a "group" for the purposes of Sections 13(d) and 13(g) of the Act. As of June 30, 2026, the Reporting Persons beneficially owned an aggregate of 1,835,713 shares of Class A Common Stock consisting of: (i) 839,183 shares of Class A Common Stock held by BOF-VI Investor, (ii) 445,816 shares of Class A Common Stock held by BOF-VIa Investor, (iii) 275,357 shares of Class A Common Stock held by Mayim Capital, and (iv) 275,357 shares of Class A Common Stock held by David and Beth L. Ertel, husband and wife as tenants by the entireties. | |
| (b) | Percent of class:
As of August 14, 2026, each of the Reporting Persons may be deemed to be the beneficial owner of the percentage of Class A Common Stock listed on such Reporting Person's cover page. As of August 14, 2026, the Reporting Persons beneficially owned in the aggregate 2,802,640 shares of Class A Common Stock representing 8.7% of the outstanding shares of Class A Common Stock. Calculations of the percentage of shares of Class A Common Stock beneficially owned are based on 32,103,172 shares of Class A Common Stock outstanding as of the date hereof based on information provided by the Issuer. As of June 30, 2026, the Reporting Persons beneficially owned an aggregate of 1,835,713 representing 6.3% of the outstanding shares of Class A Common Stock based on 28,939,391 shares of Class A Common Stock outstanding following the consummation of the Issuer's initial public offering as disclosed in the prospectus on Form 424B4 filed by the Issuer with the Securities and Exchange Commission on June 11, 2026. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See each cover page hereof. | ||
| (ii) Shared power to vote or to direct the vote:
See each cover page hereof. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See each cover page hereof. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See each cover page hereof. | ||
| 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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