Amalgamated Financial (AMAL) Form 4: CFO sells shares, RSU shares withheld

Rhea-AI Filing Summary

Jason Darby, Senior Executive VP and CFO of Amalgamated Financial Corp. (AMAL), reported multiple changes in his beneficial ownership on Form 4. On 06/02/2025 and 06/03/2025 he sold 426 shares on each date, at $30.01 and $30.00 respectively, reducing his holdings to about 59,700.36 shares after the 06/03 sales. On 08/24/2025, 1,968 shares were withheld in connection with the vesting of a restricted stock unit installment, leaving 57,732.36 shares beneficially owned. The filing notes 19 shares were acquired through the dividend reinvestment program and that the early June sales reflected shares the reporting person previously held as custodian but which the beneficiary sold. The form is signed and dated 08/26/2025.

Positive

• Timely and detailed disclosure of insider transactions with explanations for custodial sales and RSU withholding
• Dividend reinvestment participation is explicitly reported (19 shares), showing clarity in ownership calculation

Negative

• Insider sales totaling 852 shares on 06/02/2025 and 06/03/2025, which reduced beneficial ownership
• 1,968 shares withheld on 08/24/2025 for RSU vesting, further reducing the CFO's reported stake to 57,732.36 shares

Insights

Financial Analyst

TL;DR: Routine insider sales and RSU tax-withholding reduced the CFO's stake; no new material strategic signal is shown.

The transactions disclosed are primarily disposals: two small open-market sales totaling 852 shares in early June and 1,968 shares withheld on vesting in August. The filing clarifies that the June shares were previously held as custodian and sold by the beneficiary, which suggests these sales may not reflect the reporting person's active disposition decision. The remaining beneficial ownership balances include 19 shares from a dividend reinvestment program. For investors, this is a clear, routine reporting of executive equity movements without accompanying operational or financial disclosures.

Corporate Governance Expert

TL;DR: Disclosure is appropriately detailed; transactions appear procedural rather than indicative of governance concerns.

The Form 4 provides explicit transaction codes and explanatory footnotes addressing custodial sale and RSU withholding, which supports compliance with Section 16 reporting. The CFO's post-transaction beneficial ownership is disclosed with fractional share detail and DRIP participation noted. There is no indication of unexplained or unusually timed trades in this filing. From a governance standpoint, the filing meets routine transparency expectations.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Darby Jason

(Last) (First) (Middle)

275 7TH AVENUE

(Street)

NEW YORK NY 10001

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Amalgamated Financial Corp. [ AMAL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Senior Executive VP and CFO

3. Date of Earliest Transaction (Month/Day/Year)
06/02/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/02/2025		S(1)		426	D	$30.01	60,126.36(2)	D
Common Stock	06/03/2025		S(1)		426	D	$30	59,700.36	D
Common Stock	08/24/2025		F		1,968(3)	D	$30.04	57,732.36	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The reporting person previously held these shares as custodian, but the beneficiary has since sold the shares.

2. The amount of Securities Beneficially Owned Following the Reported Transaction includes 19 shares the reporting owner acquired through the Dividend Reinvestment Program.

3. Represents the shares withheld related to the vesting of a restricted stock unit installment, awarded to the reporting person on August 24, 2022.

Remarks:

	/s/Jason Darby	08/26/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transactions did AMAL CFO Jason Darby report on Form 4?

He reported sales of 426 shares on 06/02/2025 at $30.01 and 426 shares on 06/03/2025 at $30.00, plus 1,968 shares withheld on 08/24/2025 related to RSU vesting.

How many shares does Jason Darby beneficially own after these transactions?

57,732.36 shares beneficially owned following the August 24, 2025 withholding, per the Form 4.

Why were the June 2025 shares sold according to the filing?

The filing states the reporting person previously held those shares as custodian and the beneficiary has since sold the shares.

Does the Form 4 show participation in a dividend reinvestment program (DRIP)?

Yes. The beneficial ownership amount includes 19 shares acquired through the Dividend Reinvestment Program.

When was the Form 4 signed by the reporting person?

Signed on 08/26/2025 by Jason Darby, per the document.