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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 (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) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
John Delaney | ||||||||
| 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
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,962,235.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
13.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
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 Maryland 20815 | |
| Item 2. | ||
| (a) | Name of person filing:
This Schedule 13G is filed by John Delaney (the "Reporting Person").
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| (b) | Address or principal business office or, if none, residence:
The principal business address of the Reporting Person is 4445 Willard Ave, Suite 1000, Chevy Chase, Maryland 20815. | |
| (c) | Citizenship:
See response to Row 4 on the cover page. | |
| (d) | Title of class of securities:
Class A Common Stock | |
| (e) | CUSIP No.:
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| 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); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (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); | |
| (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:
See response to Row 9 on the cover page.
The Reporting Person may be deemed to beneficially own in the aggregate 4,962,235 shares of Class A common stock of Forbright, Inc. (the "Issuer"), consisting of (i) 1,526,858 shares of Class A common stock held directly by the Reporting Person, (ii) 170,431 shares of restricted Class A common stock, (iii) 125,000 shares of Class A common stock held by AMD 09 LLC, (iv) 125,000 shares of Class A common stock held by JKD 09 LLC, (v) 49,946 shares of Class A common stock held by SBLG Family Investment LLC and (vi) 2,965,000 shares of Class A common stock issuable upon the exercise of vested options held directly by the Reporting Person (the "Options"). The Reporting Person has sole voting and dispositive power over the securities held by JKD 09 LLC and SBLG Family Investment LLC. The Reporting Person may be deemed to beneficially own the securities held by AMD 09 LLC through his spouse's voting and dispositive power over such securities.
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| (b) | Percent of class:
See response to Row 11 on the cover page.
The beneficial ownership percentage reported herein is calculated based on (i) 33,173,832 shares of Class A common stock outstanding as of August 14, 2026, as provided by the Issuer, plus (ii) 2,965,000 shares of Class A common stock issuable upon the exercise of the Options.
%
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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 response to Row 5 on the cover page. | ||
| (ii) Shared power to vote or to direct the vote:
See response to Row 6 on the cover page. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See response to Row 7 on the cover page. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See response to Row 8 on the cover page. | ||
| 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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