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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):
March 12, 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. ¨
As previously reported, Metropolitan Bank Holding
Corp. (the “Company”) entered into an underwriting agreement with UBS Securities LLC and Hovde Group, LLC as representatives
of the underwriters named therein (the “Underwriters”) in connection with an underwritten public offering (the “Offering”)
of $175.0 million of the Company’s common stock (“Common Stock”), pursuant to which the Company granted the Underwriters
an option (the “Option”) for a period of 30 days following the closing of the Offering to purchase up to an additional 315,000
shares of Common Stock. On March 12, 2026, the Underwriters exercised the Option to purchase 213,395 shares of Common Stock, and on March
16, 2026 the Company issued and sold to the Underwriters such shares and received net proceeds of approximately $17.2 million after deducting
underwriters’ discounts and commissions.
A copy of the press release announcing the Underwriters’
exercise of the Option is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit
No. |
Description |
| |
|
| 99.1 |
Press Release dated March 16, 2026 |
| |
|
| 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: March 16, 2026 |
By: |
/s/
Daniel F. Dougherty |
| |
|
Daniel F. Dougherty |
| |
|
Executive Vice President and Chief Financial
Officer |
Exhibit 99.1
PRESS RELEASE
Metropolitan
Bank Holding Corp. Closes Overallotment Option and Issues 213,395 Shares of Common Stock
NEW YORK, March 16, 2026 ‒ Metropolitan
Bank Holding Corp. (the “Company”) (NYSE: MCB), the holding company for Metropolitan Commercial Bank (the “Bank”),
today announced the underwriters for its recently completed public offering of common stock have exercised a portion of their overallotment
option and completed the sale of an additional 213,395 shares of common stock at the public offering price of $85.00 per share. The expected
proceeds to the Company in connection with the exercise of the option and the issuance of the additional shares, after deducting the underwriting
discount but before deducting other expenses payable by the Company, are approximately $17.2 million.
UBS Investment Bank and Hovde Group, LLC acted
as joint book-running managers for the offering.
The offering was made only by means of an effective
shelf registration statement on Form S-3 (File No. 333-283534) filed with the Securities and Exchange Commission (the “SEC”),
including a preliminary prospectus supplement and final prospectus supplement dated February 25, 2026, copies of which may be obtained
for free by visiting EDGAR on the SEC’s website at www.sec.gov. Additionally, copies may be obtained from Metropolitan Bank
Holding Corp., 99 Park Avenue, 12th Floor, New York, New York 10016, Attention: Corporate Secretary, (212) 659-0600, or
by contacting UBS Securities LLC, 11 Madison Avenue, New York, New York 10010, Attention: Equity Syndicate or toll-free at (212) 713-2000
or Hovde Group, LLC, 1629 Colonial Parkway, Inverness, Illinois 60067, or by telephone toll-free at (833) 587-4159, or by e-mail at prospectus@hovdegroup.com.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction
in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
state or jurisdiction. Any offering of the securities is being made only by means of a written prospectus meeting the requirements of
Section 10 of the Securities Act of 1933, as amended.
About Metropolitan Bank Holding Corp.
Metropolitan Bank Holding Corp. (NYSE: MCB) is
the parent company of Metropolitan Commercial Bank (the “Bank”), a New York City based full-service commercial bank. The Bank
provides a broad range of business, commercial and personal banking products and services to individuals, small businesses, private and
public middle-market corporate enterprises and institutions, municipalities, and local government entities.
Metropolitan Commercial Bank was named one of
Newsweek’s Best Regional Banks in 2024 and 2025. The Independent Community Bankers of America ranked the Bank as a top ten loan
producer in 2024 among commercial banks with more than $1 billion in assets. Kroll affirmed a BBB+ (investment grade) deposit rating in
January 2026. For the fourth time, MCB has earned a place in the Piper Sandler Bank Sm-All Stars Class of 2024.
The Bank is a New York State chartered commercial
bank, a member of the Federal Reserve System and the Federal Deposit Insurance Corporation, and an equal housing lender. For more information,
please visit the Bank’s website at MCBankNY.com.

Forward-Looking Statements
This press release 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, outlook, business, share
repurchases under the program, dividend payments, intention to conduct the offering, and statements related to the timing of the offering
and the size and final terms of the offering, the completion of the offering and the anticipated use of proceeds from the offering. 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 press release. We do not undertake (and expressly disclaim)
any obligation to update or revise any forward-looking statement, except as may be required by law.
212-365-6721
IR@MCBankNY.com