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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
June 19, 2026
METROPOLITAN BANK HOLDING CORP.
(Exact Name of Registrant as Specified in Its Charter)
| New
York |
001-38282 |
13-4042724 |
(State or Other Jurisdiction of
Incorporation or Organization) |
(Commission File No.) |
(I.R.S. Employer Identification No.) |
| |
|
|
| 99 Park Avenue, New York, New York |
|
10016 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
(212)
659-0600
(Registrant's Telephone Number, Including Area Code)
N/A
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4c) |
| Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, par value $0.01 per share |
|
MCB |
|
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 8.01. Other Events
On June 19, 2026, the board of directors of Metropolitan
Bank Holding Corp. (the “Company”) approved a new share repurchase program pursuant to which the Company is authorized to
repurchase up to $50.0 million of its outstanding common stock, par value $0.01 per share (the “Share Repurchase Program”).
Repurchases under the Share Repurchase Program may be conducted from time to time on the open market or by other means in accordance with
applicable securities laws and other restrictions, including, in part, under a Rule 10b5-1 plan, which allows stock repurchases when the
Company might otherwise be precluded from doing so. The number of shares to be repurchased and the timing of repurchases, if any, will
depend on several factors, including market conditions, prevailing share price, corporate and regulatory requirements, and other considerations.
The Share Repurchase Program represents a newly
authorized program that replaces and supersedes the previously disclosed program that was authorized by the Company’s board of directors
on July 17, 2025.
The Company intends to fund the Share Repurchase
Program with available cash. The Share Repurchase Program has no expiration date, may be discontinued or suspended at any time and does
not obligate the Company to acquire any amount of its common stock.
Forward-Looking Statements
This Current Report on Form 8-K contains “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Examples of forward-looking statements include
but are not limited to the Company’s future financial condition and capital ratios, results of operations and the Company’s
outlook, business, share repurchases under the Share Repurchase Program, dividend payments and statements related to the completion of
the public offering of common stock and the anticipated use of proceeds from the public offering of common stock. Forward-looking statements
are not historical facts. Such statements may be identified by the use of such words as “may,” “believe,” “expect,”
“anticipate,” “plan,” “continue” or similar terminology. These statements relate to future events
or our future financial performance and involve risks and uncertainties that are difficult to predict and are generally beyond our control
and may cause our actual results, levels of activity, performance or achievements to differ materially from those expressed or implied
by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable,
we caution you not to place undue reliance on these forward-looking statements. Factors which may cause our forward-looking statements
to be materially inaccurate include, but are not limited to the following: the interest rate policies of the Federal Reserve and other
regulatory bodies; an unexpected deterioration in the performance of our loan or securities portfolios; changes in liquidity, including
the size and composition of our deposit portfolio and the percentage of uninsured deposits in the portfolio; unexpected increases in our
expenses; different than anticipated growth and our ability to manage our growth; global pandemics, or localized epidemics, could adversely
affect the Company’s financial condition and results of operations; potential recessionary conditions, including the related effects
on our borrowers and on our financial condition and results of operations; an unanticipated loss of key personnel or existing clients,
or an inability to attract key employees; increases in competitive pressures among financial institutions or from non financial institutions
which may result in unanticipated changes in our loan or deposit rates; unanticipated increases in FDIC insurance premiums or future assessments;
legislative, tax or regulatory changes or actions, which may adversely affect the Company’s business; impacts related to or resulting
from regional and community bank failures and stresses to regional banks; changes in deposit flows, funding sources or loan demand, which
may adversely affect the Company’s business; changes in accounting principles, policies or guidelines may cause the Company’s
financial condition or results of operation to be reported or perceived differently; general economic conditions, including unemployment
rates, either nationally or locally in some or all of the areas in which the Company does business, or conditions in the securities markets
or the banking industry being less favorable than currently anticipated; inflation, which may lead to higher operating costs; declines
in real estate values in the Company’s market area, which may adversely affect our loan production; an unexpected adverse financial,
regulatory, legal or bankruptcy event experienced by our non-bank financial service clients or critical technology service providers;
system failures or cybersecurity breaches of our information technology infrastructure and/or confidential information or those of the
Company’s third-party service providers; emerging issues related to the development and use of artificial intelligence that could
give rise to legal or regulatory action, damage our reputation or otherwise materially harm our business or clients; failure to maintain
current technologies or technological changes that may be more difficult or expensive to implement than anticipated, and failure to successfully
implement future information technology enhancements; the costs, including the possible incurrence of fines, penalties, or other negative
effects (including reputational harm) of any adverse judicial, administrative, or arbitral rulings or proceedings, regulatory enforcement
actions, or other legal actions to which we or any of our subsidiaries are a party, and which may adversely affect our results; the current
or anticipated impact of military conflict, terrorism or other geopolitical events; the successful implementation or consummation of new
business initiatives, which may be more difficult or expensive than anticipated; the timely and efficient development of new products
and services offered by the Company or its strategic partners, as well as risks (including reputational and litigation) attendant thereto,
and the perceived overall value and acceptance of these products and services by clients; changes in consumer spending, borrowing or savings
habits; the risks associated with adverse changes to credit quality; an unexpected failure to successfully manage our credit risk and
the sufficiency of our allowance for credit losses; credit and other risks from borrower and depositor concentrations (e.g., by geographic
area and by industry); difficulties associated with achieving or predicting expected future financial results; and the potential impact
on the Company’s operations and clients resulting from natural or man-made disasters, wars, acts of terrorism, cyberattacks and
pandemics, as well as those discussed under the heading “Risk Factors” in our Annual Report on Form 10-K and Quarterly Reports
on Form 10-Q which have been filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended.
Forward-looking statements speak only as of the date of this Current Report on Form 8-K. We do not undertake (and expressly disclaim)
any obligation to update or revise any forward-looking statement, except as may be required by law.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits.
| Exhibit No. |
|
Description |
| 104 |
|
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, hereunto duly authorized.
| |
METROPOLITAN BANK HOLDING CORP. |
| |
|
| Dated: June 22, 2026 |
By |
/s/ Daniel F. Dougherty |
| |
|
Daniel F. Dougherty |
| |
|
Executive Vice President and Chief Financial Officer |
