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MCB (MCB) CEO logs stock awards and tax withholding share disposition

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Metropolitan Bank Holding Corp. President and CEO Mark R. DeFazio reported several equity compensation movements in common stock. On February 27, 2026, he acquired 35,205 shares through the earning of performance-based restricted stock units, bringing his direct holdings to 129,390 shares.

On March 2, 2026, he received additional stock awards of 6,688 and 30,000 shares at no cost, reflecting new restricted stock unit grants and vesting schedules that generally vest in thirds annually or 100% after one year. In connection with share delivery, 9,445 shares were disposed of at $84.15 per share to satisfy tax withholding obligations, a non–open-market transaction. He also reports indirect holdings through an LLC and a 401(k) plan.

Positive

  • None.

Negative

  • None.
Insider DeFazio Mark R
Role President and CEO
Type Security Shares Price Value
Grant/Award Common Stock 6,688 $0.00 --
Grant/Award Common Stock 30,000 $0.00 --
Tax Withholding Common Stock 9,445 $84.15 $795K
Grant/Award Common Stock 35,205 $0.00 --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 136,078 shares (Direct); Common Stock — 5,882 shares (Indirect, By LLC)
Footnotes (1)
  1. On March 26, 2025, the Reporting Person was granted 35,205 restricted stock units which were to vest, if at all, subject to the satisfaction of certain performance criteria for the fiscal year ended December 31, 2025. On February 27, 2026, the Compensation Committee of the Board of Directors of Metropolitan Bank Holding Corp. (the "Issuer") determined that such performance criteria were met, resulting in the Reporting Person earning 35,205 restricted stock units, which vest 33.3% per year commencing on March 26, 2026. Includes restricted stock units granted on March 1, 2024 that vest at a rate of 33.3% per year commencing on March 1, 2025. Includes restricted stock units granted on March 1, 2025 that vest at a rate of 33.3% per year commencing on March 1, 2026. Includes restricted stock units granted on May 30, 2024, subject to certain performance criteria, that vest at a rate of 33.3% per year commencing on June 1, 2025. The remaining restricted stock units of this award will vest February 28, 2027. Restricted stock units granted on March 2, 2026 that vest at a rate of 33.3% per year commencing on March 2, 2027. Includes restricted stock units granted on March 26, 2025, subject to certain performance criteria, that vest at a rate of 33.3% per year commencing on March 26, 2026. Restricted stock units granted on March 2, 2026 that vest 100% on March 2, 2027. Includes restricted stock units granted on March 2, 2026 that vest at a rate of 33.3% per year commencing on March 2, 2027. Upon delivery to the Reporting Person of certain shares of common stock that were previously disclosed as having been granted, 9,445 shares were withheld by the Issuer in respect of tax withholding obligations. Includes restricted stock units granted on March 2, 2026 that vest 100% commencing on March 2, 2027.
Form 4 Insider Transactions: What Each Field Means →
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
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
DeFazio Mark R
(Last) (First) (Middle)
99 PARK AVENUE
(Street)
NEW YORK NY 10016
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Metropolitan Bank Holding Corp. [ MCB ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
02/27/2026
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 02/27/2026 A 35,205(1) A $0 129,390(2)(3)(4) D
Common Stock 03/02/2026 A 6,688(5) A $0 136,078(1)(2)(3)(4)(6) D
Common Stock 03/02/2026 A 30,000(7) A $0 166,078(1)(2)(3)(4)(6)(8) D
Common Stock 03/02/2026 F 9,445(9) D $84.15 156,633(1)(2)(3)(4)(6)(8)(10) D
Common Stock 5,882 I By LLC
Common Stock 3,598.349 I By 401(k)
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. On March 26, 2025, the Reporting Person was granted 35,205 restricted stock units which were to vest, if at all, subject to the satisfaction of certain performance criteria for the fiscal year ended December 31, 2025. On February 27, 2026, the Compensation Committee of the Board of Directors of Metropolitan Bank Holding Corp. (the "Issuer") determined that such performance criteria were met, resulting in the Reporting Person earning 35,205 restricted stock units, which vest 33.3% per year commencing on March 26, 2026.
2. Includes restricted stock units granted on March 1, 2024 that vest at a rate of 33.3% per year commencing on March 1, 2025.
3. Includes restricted stock units granted on March 1, 2025 that vest at a rate of 33.3% per year commencing on March 1, 2026.
4. Includes restricted stock units granted on May 30, 2024, subject to certain performance criteria, that vest at a rate of 33.3% per year commencing on June 1, 2025. The remaining restricted stock units of this award will vest February 28, 2027.
5. Restricted stock units granted on March 2, 2026 that vest at a rate of 33.3% per year commencing on March 2, 2027.
6. Includes restricted stock units granted on March 26, 2025, subject to certain performance criteria, that vest at a rate of 33.3% per year commencing on March 26, 2026.
7. Restricted stock units granted on March 2, 2026 that vest 100% on March 2, 2027.
8. Includes restricted stock units granted on March 2, 2026 that vest at a rate of 33.3% per year commencing on March 2, 2027.
9. Upon delivery to the Reporting Person of certain shares of common stock that were previously disclosed as having been granted, 9,445 shares were withheld by the Issuer in respect of tax withholding obligations.
10. Includes restricted stock units granted on March 2, 2026 that vest 100% commencing on March 2, 2027.
/s/ Zachary Levine, Attorney-in-Fact 03/03/2026
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did MCB CEO Mark R. DeFazio report?

Mark R. DeFazio reported equity compensation activity, including grants and vesting of restricted stock units and a related tax-withholding share disposition. These transactions increased his direct common stock ownership while using 9,445 shares to cover tax obligations tied to previously granted awards.

How many Metropolitan Bank (MCB) shares did the CEO acquire in awards?

The CEO acquired 35,205 shares on February 27, 2026 from earned performance-based restricted stock units, plus awards of 6,688 and 30,000 shares on March 2, 2026. These were granted at no cash cost as part of his stock-based compensation.

Were any of the MCB CEO’s transactions open-market buys or sells?

None of the reported transactions were open-market buys or sells. The filing shows stock grants and vesting of restricted stock units, with a Form F code disposition of 9,445 shares solely to satisfy tax withholding obligations upon share delivery.

How do the new restricted stock units for MCB’s CEO vest over time?

The filing describes multiple restricted stock unit grants that generally vest 33.3% per year, starting on specific dates such as March 1 or March 2, 2025–2027. Some awards instead vest 100% on a single future date like March 2, 2027, subject to performance or service conditions.

Does the MCB CEO hold any indirect ownership in company stock?

Yes. In addition to direct holdings, the CEO reports indirect ownership through an LLC and a 401(k) plan. The filing lists 5,882 shares held via an LLC and 3,598.349 shares through a 401(k), reflecting beneficial interests outside his directly registered holdings.