Amalgamated Financial (NASDAQ: AMAL) exec logs 458-share tax withholding on RSU vesting

Rhea-AI Filing Summary

Amalgamated Financial Corp. executive Sam D. Brown, SEVP and Chief Banking Officer, reported a Form 4 transaction involving a tax-related share disposition. On February 19, 2026, 458 shares of common stock were withheld at 39.93 per share to cover taxes upon vesting of a restricted stock unit installment, leaving him with 54,891.39 directly owned shares.

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

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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^*

Brown Sam D.

(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)
	SEVP, Chief Banking Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2026

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	02/19/2026		F		458(1)	D	$39.93	54,891.39	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. Represents the shares withheld related to the vesting of a restricted stock unit installment, awarded to the reporting person on February 19, 2025.

Remarks:

	/s/ Sam Brown	02/23/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did Amalgamated Financial Corp. (AMAL) report for Sam D. Brown?

Amalgamated Financial Corp. reported that executive Sam D. Brown had 458 common shares withheld on February 19, 2026. The shares were used to satisfy tax obligations tied to a restricted stock unit vesting, rather than being sold in an open-market transaction.

What does the Form 4 tax-withholding disposition mean for AMAL insider Sam D. Brown?

The Form 4 shows a tax-withholding disposition, where 458 shares were withheld at 39.93 per share. This occurred when a restricted stock unit installment vested, allowing taxes to be paid in shares instead of cash while Brown retained the remaining vested shares.

How many Amalgamated Financial Corp. (AMAL) shares does Sam D. Brown own after this Form 4 filing?

After the reported tax-withholding transaction, Sam D. Brown directly owns 54,891.39 AMAL common shares. This figure reflects his holdings following the withholding of 458 shares related to the vesting of a restricted stock unit installment on February 19, 2026.

Was the AMAL Form 4 transaction an open-market sale by Sam D. Brown?

No, the AMAL Form 4 transaction was not an open-market sale. It was coded “F,” indicating 458 shares were withheld to cover tax liabilities upon restricted stock unit vesting, rather than shares being intentionally sold by Brown on the open market.

What is the significance of the 39.93 per share price in the AMAL Form 4?

The 39.93 per share figure is the value used for the 458 shares withheld in the tax-withholding disposition. It represents the per-share price applied when restricted stock units vested and shares were retained by the company to satisfy Brown’s associated tax obligations.