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Metropolitan Bank (NYSE: MCB) raises $17.2M as underwriters exercise option

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(High)
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(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Metropolitan Bank Holding Corp. completed an additional equity sale connected to its recent common stock offering. Underwriters exercised a portion of their overallotment option, leading the Company to issue and sell 213,395 shares of common stock at the public offering price of $85.00 per share.

The Company expects to receive approximately $17.2 million in proceeds from this option exercise, after deducting underwriting discounts but before other expenses. This incremental capital further strengthens the Company’s balance sheet by adding new equity funding on top of its previously completed common stock offering.

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Insights

Metropolitan Bank adds $17.2M in equity through option exercise.

Metropolitan Bank Holding Corp. issued 213,395 additional common shares after underwriters exercised part of their overallotment option at $85.00 per share. This follows a recently completed common stock offering under an effective shelf registration.

The Company expects net proceeds of about $17.2 million after underwriting discounts, which increases common equity and supports regulatory capital ratios. Because this is an add-on to an already disclosed offering, it represents a modest incremental step rather than a transformative capital event.

Future disclosures in periodic reports may show how this equity is reflected in capital ratios and balance sheet growth. Actual impact will depend on how the additional capital is deployed across lending, liquidity, or other strategic uses.

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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. ¨

 

 

 

 

 

Item 8.01.Other Events.

 

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.

 

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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

 

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FAQ

What did Metropolitan Bank Holding Corp. (MCB) announce in this 8-K?

Metropolitan Bank Holding Corp. announced that underwriters exercised a portion of their overallotment option, resulting in the issuance of 213,395 additional common shares at $85.00 per share and generating about $17.2 million in net proceeds after underwriting discounts.

How many additional shares did MCB issue under the overallotment option?

The Company issued 213,395 additional shares of common stock when underwriters exercised part of their overallotment option. These shares were sold at the same $85.00 public offering price as the initial deal, modestly increasing the overall size of the completed equity raise.

How much capital did Metropolitan Bank Holding Corp. raise from this option exercise?

From the exercise of the overallotment option, Metropolitan Bank Holding Corp. expects to receive approximately $17.2 million in proceeds. This figure is stated after deducting underwriting discounts but before other offering expenses that remain payable by the Company.

At what price were the additional MCB shares sold to underwriters?

The additional Metropolitan Bank Holding Corp. shares were sold at the public offering price of $85.00 per share. This matched the pricing of the recently completed public offering, reflecting that the option exercise was an extension of the same equity transaction.

Which firms managed Metropolitan Bank Holding Corp.’s common stock offering?

UBS Investment Bank and Hovde Group, LLC served as joint book-running managers for Metropolitan Bank Holding Corp.’s common stock offering. They also managed the exercise of the overallotment option that led to the issuance of 213,395 additional shares at $85.00 per share.

Under what registration statement was MCB’s offering and option exercise conducted?

The common stock offering, including the overallotment option exercise, was conducted under an effective shelf registration statement on Form S-3, File No. 333-283534. Investors could access the related preliminary and final prospectus supplements dated February 25, 2026 via the SEC’s EDGAR system.

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Metropolitan Bank

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