CCB Form 4: President Hamilton Withholds 228 Shares on RSU Vesting

Rhea-AI Filing Summary

Brian T. Hamilton, a director and the President of Coastal Financial Corporation (CCB), reported a transaction dated 08/29/2025 on Form 4. The filing shows 228 shares were disposed of (withheld to satisfy taxes) upon partial vesting of restricted stock units granted on 9/30/2024 at a reported price of $114.50 per share. Following the transaction, Mr. Hamilton beneficially owns 86,409 shares, which includes multiple RSU grants: 18,605 RSUs vesting monthly through April 30, 2028; 23,226 performance-based RSUs eligible to vest monthly subject to stock-price conditions through April 30, 2028; 15,000 performance-based RSUs eligible to vest April 30, 2028 subject to return-on-equity performance; and 669 RSUs vesting in four remaining installments. Each RSU converts to one share on vesting.

Positive

• Continued equity ownership: Reporting person retains 86,409 shares, indicating ongoing alignment with shareholders.
• Long-term incentive design: RSUs include time-based and performance-based grants through April 30, 2028, tying compensation to multi-year outcomes.

Negative

• Shares withheld for taxes: 228 shares were disposed of to satisfy withholding upon RSU vesting, modestly reducing direct shareholdings.
• Potential dilution risk: Outstanding RSUs (time- and performance-based) may convert to shares if vesting conditions are met, increasing share count.

Insights

Corporate Governance Expert

TL;DR: Insider tax-withholding from RSU vesting is routine and indicates continued executive equity exposure.

The reported withholding of 228 shares to cover taxes upon RSU vesting is a standard administrative action and does not indicate Open Market selling for cash. The detailed RSU schedule shows multi-year vesting and performance conditions, which aligns executive pay with long-term shareholder value. Ownership of 86,409 shares plus outstanding performance-based awards maintains alignment but the filing does not disclose voting arrangements or hedging, so governance implications are limited to incentive structure.

Securities/Compensation Analyst

TL;DR: Small disposition via tax-withholding; materiality is low but RSU vesting schedules and performance conditions are investor-relevant.

The disposal of 228 shares appears solely for tax withholding on RSU vesting and is immaterial in size relative to total shares outstanding (not provided). The breakdown of RSUs shows a mix of time-based and performance-based awards through April 30, 2028, which can impact future dilution depending on actual vesting outcomes. No cash purchases or open-market trades are reported, and the filing supplies clear timelines for potential future share issuance.

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

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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^*

Hamilton Brian T

(Last) (First) (Middle)

5415 EVERGREEN WAY

(Street)

EVERETT WA 98203

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
COASTAL FINANCIAL CORP [ CCB ]

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

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President of CCBX

3. Date of Earliest Transaction (Month/Day/Year)
08/29/2025

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	08/29/2025		F		228(1)	D	$114.5	86,409(2)	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 shares withheld for payment of withholding taxes upon partial vesting of RSU granted 9/30/2024

2. Includes the following pursuant to the 2018 Coastal Financial Corporation Omnibus Incentive Plan: (1) 18,605 restricted stock units (RSUs) with remaining shares vesting monthly in an approximately equal amount through April 30, 2028 (2) Includes 23,226 performance-based RSUs which are eligible to vest on the first day of each month beginning October 1, 2024 until April 30, 2028, the quantity of which is subject to continuous employment and achievement of certain stock price conditions (3) 15,000 performance-based RSUs - eligible to vest on April 30, 2028, subject to continuous employment and achievement of return on equity that is at least 80% of company comparator peer group. (4) 669 RSUs that vest in four approximately equal remaining installments. Each RSU represents the right to receive one share of common stock upon vesting.

Remarks:

	/s/ Melisa Nelson, as Attorney-in-fact	09/03/2025
	** 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 transaction did Brian T. Hamilton report on Form 4 for CCB?

The Form 4 reports 228 shares disposed on 08/29/2025, withheld to satisfy taxes upon partial vesting of RSUs granted 9/30/2024.

How many CCB shares does Brian T. Hamilton beneficially own after the transaction?

He beneficially owns 86,409 shares following the reported transaction.

What types of RSUs are included in Mr. Hamilton's holdings?

Holdings include 18,605 time-based RSUs vesting monthly through 4/30/2028, 23,226 performance-based RSUs eligible monthly through 4/30/2028 subject to stock-price conditions, 15,000 performance-based RSUs eligible 4/30/2028 subject to ROE performance, and 669 RSUs vesting in four remaining installments.

At what price were the withheld shares reported?

The withheld shares are reported at a price of $114.50 per share.

Was the Form 4 filing part of a coordinated group filing or filed individually?

The form indicates it was filed by one reporting person (Form filed by One Reporting Person).